FORM 10-Q/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from to
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Commission File Number 000-28275
PFSWEB, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 75-2837058
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(State of Incorporation) (I.R.S. Employer I.D. No.)
500 NORTH CENTRAL EXPRESSWAY, PLANO, TEXAS 75074
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (972) 881-2900
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
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At November 3, 2001 there were 18,057,109 shares of registrant's common stock
outstanding.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
EXHIBIT
NO. DESCRIPTION OF EXHIBITS
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3.1* Amended and Restated Certificate of Incorporation
3.2* Amended and Restated Bylaws
10.1** Inventory and Working Capital Financing Agreement by
and among Business Supplies Distributors Holdings,
LLC, BSD Acquisition Corp., Priority Fulfillment
Services, Inc., PFSweb, Inc., Inventory Financing
Partners, LLC and IBM Credit Corporation
10.2** Collateralized Guaranty by and between Priority
Fulfillment Services, Inc. and IBM Credit
Corporation
10.3** Guaranty to IBM Credit Corporation by PFSweb., Inc.
10.4** Notes Payable Subordination Agreement by and between
Priority Fulfillment Services, Inc., BSD Acquisition
Corp., and IBM Credit Corporation
10.5** Stock Purchase Agreement by and among Daisytek,
Incorporated, BSD Acquisition Corp., Priority
Fulfillment Services, Inc., PFSweb, Inc. and
Priority Fulfillment Services Europe B.V.
10.6** Operating Agreement of Business Supplies
Distributors Holdings, LLC
10.7** IBM Global Financing Platinum Plan Agreement (with
Invoice Discounting) by and among Supplies
Distributors S.A., Business Supplies Distributors
Europe B.V., PFSweb B.V., and IBM Belgium Financial
Services S.A.
10.8** Collateralized Guaranty between Priority Fulfillment
Services, Inc. and IBM Belgium Financial Services
S.A.
10.9** Guaranty to IBM Belgium Financial Services S.A. by
PFSweb, Inc.
10.10** Subordinated Demand Note by and among BSD Acquisition
Corp. and Priority Fulfillment Service, Inc.
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* Incorporated by reference from PFSweb, Inc. Registration Statement on
Form S-1 (Commission File No. 333-87657).
** Filed herewith
b) Reports on Form 8-K:
Form 8-K filed on July 13, 2001 reporting Item 8, Change in
Fiscal Year, that on June 28, 2001 PFSweb, Inc. (the
"Company") changed its fiscal year from March 31 to
December 31.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: November 16, 2001
PFSweb, Inc.
By: /s/ Thomas J. Madden
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Thomas J. Madden
Chief Financial Officer,
Chief Accounting Officer,
Executive Vice President
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INDEX TO EXHIBITS
<Table>
<Caption>
EXHIBIT
NO. DESCRIPTION
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3.1* Amended and Restated Certificate of Incorporation
3.2* Amended and Restated Bylaws
10.1** Inventory and Working Capital Financing Agreement by and
among Business Supplies Distributors Holdings, LLC, BSD
Acquisition Corp., Priority Fulfillment Services, Inc.,
PFSweb, Inc., Inventory Financing Partners, LLC and IBM
Credit Corporation
10.2** Collateralized Guaranty by and between Priority Fulfillment
Services, Inc. and IBM Credit Corporation
10.3** Guaranty to IBM Credit Corporation by PFSweb., Inc.
10.4** Notes Payable Subordination Agreement by and between
Priority Fulfillment Services, Inc., BSD Acquisition Corp.
and IBM Credit Corporation
10.5** Stock Purchase Agreement by and among Daisytek,
Incorporated, BSD Acquisition Corp., Priority Fulfillment
Services, Inc., PFSweb, Inc. and Priority Fulfillment
Services Europe B.V.
10.6** Operating Agreement of Business Supplies Distributors
Holdings, LLC
10.7** IBM Global Financing Platinum Plan Agreement (with Invoice
Discounting) by and among Supplies Distributors, S.A.,
Business Supplies Distributors Europe B.V., PFSweb B.V., and
IBM Belgium Financial Services S.A.
10.8** Collateralized Guaranty between Priority Fulfillment
Services, Inc. and IBM Belgium Financial Services S.A.
10.9** Guaranty to IBM Belgium Financial Services S.A. by PFSweb,
Inc.
10.10** Subordinated Demand Note by and among BSD Acquisition Corp.
and Priority Fulfillment Service, Inc.
</Table>
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* Incorporated by reference from PFSweb, Inc. Registration Statement on
Form S-1 (Commission File No. 333-87657).
** Filed herewith