SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MAY 30, 2008
PFSweb, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware |
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000-28275 |
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75-2837058 |
(STATE OR OTHER JURISDICTION
OF INCORPORATION)
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(COMMISSION FILE NUMBER)
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(IRS EMPLOYER
IDENTIFICATION NO.) |
500 NORTH CENTRAL EXPRESSWAY
PLANO, TX 75074
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(972) 881-2900
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE )
N/A
(FORMER NAME OR ADDRESS, IF CHANGED SINCE LAST REPORT)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| ITEM 1.01. |
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Entry into a Material Definitive Agreement |
On May 30, 2008, PFSweb, Inc. (the “Company”) and Mellon Investor Services LLC, as
successor to ChaseMellon Shareholder Services, L.L.C., as rights agent (the “Rights Agent”),
entered into Amendment No. 1 to Rights Agreement, dated as of May 30, 2008 (the “Amendment”). The
Amendment amends the Rights Agreement, dated as of June 8, 2000, between the Company and the Rights
Agent (the “Rights Agreement”).
The Amendment modifies the definition of “Acquiring Person” in the Rights Agreement to exempt
a person from being an “Acquiring Person” so long as (i) such person is the beneficial owner of
less than 20% of the common stock of the Company then outstanding and (ii) such person reports, or
is required to report, such beneficial ownership on Schedule 13G under the Exchange Act or on
Schedule 13D under the Exchange Act (or any comparable or successor report), which Schedule 13D
does not state any present intention to (or reserve the right to) hold such common stock with the
purpose or effect of changing or influencing the control of the Company, nor in connection with or
as a participant in any transaction having such purpose or effect.
The foregoing description of the Amendment does not purport to be complete and is qualified in
its entirety by reference to the complete text of the Amendment, which is filed herewith as Exhibit
4.1 and is incorporated herein by reference
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| ITEM 3.03 |
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Material Modification to Rights of Security Holders |
The information set forth in Item 1.01 of this Form 8-K is incorporated herein by reference.
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| ITEM 9.01. |
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Financial Statements and Exhibits. |
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| Exhibit No. |
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Exhibit |
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4.1.
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Amendment No. 1 to Rights Agreement, dated as of May 30, 2008 between the Company and
Mellon Investor Services LLC, as successor to ChaseMellon Shareholder Services, L.L.C., as rights
agent. |