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): June 8, 2000
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PFSWEB, INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-28275 75-2837058
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(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation)
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) 881-0733
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This document consists
of 4 pages.
The exhibit index is contained on page 4 of this document.
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Not applicable
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Item 5. Other Events.
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On June 8, 2000, the Board of Directors of Daisytek International
Corporation announced the declaration of a distribution to its stockholders of
record as of June 19, 2000 of all of its 14,305,000 shares of Common Stock of
PFSWeb, Inc. (the "Company"), which distribution will be payable at the close of
business on July 6, 2000. For a further description, see the Press Release
attached hereto as Exhibit 99. On June 8, 2000, the Board of Directors of the
Company declared a dividend of one Preferred Share Purchase Right on each
outstanding share of Common Stock to shareholders of record as of the close of
business on July 6, 2000. For a fruther description of the Rights, see the Press
Release attached hereto as Exhibit 99 and the Summary of Rights to Purchase
Series A Preferred Stock attached as Exhibit C to the Rights Agreement attached
hereto as Exhibit 4.
Item 7. Exhibits.
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(c) Exhibits.
4 Rights Agreement, dated as of June 8,
2000, between the Company and
ChaseMellon Shareholder Services, LLC,
which includes the Certificate of
Designations in respect of the Series A
Preferred Stock as Exhibit A, the form
of Right Certificate as Exhibit B and
the Summary of Rights to Purchase Series
A Preferred Stock as Exhibit C. Pursuant
to the Rights Agreement, Right
Certificates will not be mailed until
after the Separation Date (as defined
therein).
99 Press Release, dated June 8, 2000,
announcing the adoption of the Rights
Agreement and the dividend distribution
of the Rights.
Page 2
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SIGNATURE
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, hereunto duly authorized.
PFSWEB, INC.
By /s/ Thomas J.Madden
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Name: Thomas J. Madden
Title: Vice President - Finance, Chief
Financial and Accounting Officer
By /s/ Harvey Achatz
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Name: Harvey Achatz
Title: Secretary
Dated: June 14, 2000
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EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Exhibit Page
------- ------- ------------
4 Rights Agreement, dated as of June 8,
2000, between the Company and
ChaseMellon Shareholder Services, LLC,
which includes the Certificate of
Designation in respect of the Series A
Preferred Stock as Exhibit A, the form
of Right Certificates as Exhibit B and
the Summary of Rights to Purchase Series
A Preferred Stock as Exhibit C. Pursuant
to the Rights Agreement, Right
Certificates will not be mailed until
after the Separation Date (as defined
therein). 99 Press Release, dated June
8, 2000, announcing the adoption of the
Rights Agreement and the dividend
distribution of the Rights.
Page 4
