FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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
or organization) Identification No.)
500 North Central Expressway
Plano, TX 75074
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b)of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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None
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box. [ ]
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
Rights to Purchase
Series A Preferred Stock
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This documents consists of 7 pages.
The exhibit index is contained on page 7 of this document.
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Item 1. Description of Registrant's Securities to be Registered.
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On June 8, 2000, the Board of Directors (the "Board") of PFSWeb, Inc.
(the "Company") declared a dividend distribution of one Right for each
outstanding share of Common Stock, par value $0.001 per share (a "Common
Share"), of the Company to stockholders of record at the close of business on
July 6, 2000 (the "Record Date"). Except as set forth below, each Right entitles
the registered holder to purchase from the Company one one-thousandth of a share
of Series A Preferred Stock, par value $1.00 per share ("Series A Shares"), at a
price of $67 (the "Purchase Price"), subject to adjustment. The Purchase Price
shall be paid in cash. The description and terms of the Rights are set forth in
a Rights Agreement (the "Rights Agreement") between the Company and ChaseMellon
Shareholder Services, LLC, as Rights Agent.
Initially, no separate Right Certificates will be distributed. Until
the earlier to occur of (a) 10 business days following a public announcement
that a person or group of affiliated or associated persons (collectively, an
"Acquiring Person") has acquired, or obtained the right to acquire, beneficial
ownership of 15% or more of the outstanding Common Shares or (b) 15 business
days (or such later date as may be determined by the action of the Board before
any person becomes an Acquiring Person) following the commencement of a tender
offer or exchange offer if, upon consummation thereof, such person or group
would be the beneficial owner of 15% or more of such outstanding Common Shares
(the earlier of such dates being called the "Separation Date"), the Rights will
be evidenced, with respect to any Common Shares outstanding as of the Record
Date, by the certificates representing such Common Shares. The Rights Agreement
provides that, until the Separation Date, the Rights will be transferred with,
and only with, Common Share certificates. From as soon as practicable after the
Record Date and until the Separation Date (or earlier redemption or expiration
of the Rights), new Common Share certificates issued after the Record Date upon
transfer or new issuance of Common Shares will contain a notation incorporating
the Rights Agreement by reference. Until the Separation Date (or earlier
redemption or expiration of the Rights), the surrender for transfer of any
certificates for Common Shares outstanding as of the Record Date will also
constitute the transfer of the Rights associated with the Common Shares
represented by such certificates. As soon as practicable following the
Separation Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common Shares as of
the close of business on the Separation Date and, thereafter, such separate
Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Separation Date and will
expire on July 6, 2010 (the "Final Expiration Date"), unless earlier redeemed by
the Company as described below.
In the event that (a) a person (other than the Company and its
affiliates) becomes the beneficial owner of 15% or more of the then outstanding
Common Shares (in
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any manner, except pursuant to (i) the exercise of stock options granted
pursuant to the Company's existing and future stock option plans, and (ii) the
exercise of conversion rights contained in specified stock issues of the
Company), or (b) the Board declares any person to be an adverse person upon a
determination that such person has become the beneficial owner of a substantial
amount of Common Shares (which shall in no event be less than 10% of the Common
Shares then outstanding), the Rights Agreement provides that proper provision
shall be made so that each holder of a Right will thereafter be entitled to
receive, upon exercise, Common Shares (or, in certain circumstances, cash,
property or other securities of the Company) having a value equal to two times
the exercise price of the Right.
In the event that, at any time following the first date of
public announcement by the Company or an Acquiring Person indicating that an
Acquiring Person has become such (the "Shares Acquisition Date"), (a) the
Company engages in a merger or other business combination transaction in which
the Company is not the surviving corporation, (b) the Company engages in a
merger or other business combination transaction with another person in which
the Company is the surviving corporation, but in which its Common Shares are
changed or exchanged or (c) 50% or more of the Company's assets or earning power
is sold or transferred, the Rights Agreement provides that proper provision
shall be made so that each holder of a Right shall thereafter have the right to
receive, upon the exercise thereof at the then current exercise price of the
Right, common shares of the acquiring company having a value equal to two times
the exercise price of the Right.
The Board may, at its option, at any time after the right of
the Board to redeem the Rights has expired or terminated (with certain
exceptions), exchange all or part of the then outstanding and exercisable Rights
(other than those held by the Acquiring Person) for Common Shares at a ratio of
one Common Share per Right, as adjusted; provided, however, that such Right
cannot be exercised once a Person, together with such Person's Affiliates and
Associates, becomes the owner of 50% or more of the outstanding Common Shares.
If the Board authorizes such an exchange, the Rights will immediately cease to
be exercisable.
Notwithstanding any of the foregoing, following the occurrence of any
of the events set forth in the fourth and fifth paragraphs hereof, any Rights
that are, or (under certain circumstances specified in the Rights Agreement)
were, beneficially owned by any Acquiring Person shall immediately become null
and void. The Rights Agreement contains provisions intended to prevent the
utilization of voting trusts or similar arrangements (except for a contemplated
voting arrangement between two of the Company's principal stockholders) that
could have the effect of rendering ineffective or circumventing the beneficial
ownership rules set forth in the Rights Agreement.
The Purchase Price payable, and the number of Series A Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (a) in the event of a dividend
of Series A Shares on, or a
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subdivision, combination or reclassification of, the Series A Shares, (b) upon
the grant to holders of the Series A Shares of certain rights or warrants to
subscribe for Series A Shares or securities convertible into Series A Shares at
less than the current market price of the Series A Shares or (c) upon the
distribution to holders of the Series A Shares of debt securities or assets
(excluding regular quarterly cash dividends and dividends payable in Series A
Shares) or of subscription rights or warrants (other than those referred to
above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares that are not integral multiples of one
one-thousandth of a Series A Share will be issued and, in lieu thereof, an
adjustment in cash will be made based on the closing price of the Series A
Shares on the last trading date prior to the date of exercise.
At any time after the date of the Rights Agreement until the earlier of
(A) the date a Person becomes an Acquiring Person or (B) the Final Expiration
Date, the Board may redeem the Rights in whole, but not in part, at a price of
$0.001 per Right, subject to adjustment (the "Redemption Price"). Immediately
upon the action of the Board ordering redemption of the Rights, the Rights will
no longer be exercisable. Thereafter the only right of the holders of Rights
will be to receive the Redemption Price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to shareholders or to the Company, shareholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Shares (or other consideration) of the Company or for
common shares of the Acquiring Person as set forth above.
The provisions of the Rights Agreement may be amended by the Board
without approval of the holders of Rights; provided, however, that following the
date on which a person has become an Acquiring Person, no such amendment will
adversely affect the interests of holders of Rights.
A copy of the Rights Agreement specifying the terms of the Rights
(including the following Exhibits: (A) the Certificate of Designation with
respect to Series A Preferred Stock, specifying the terms of the Series A
Shares, (B) the form of the Right Certificate and (C) the Summary of Rights to
Purchase Series A Shares) is attached hereto as Exhibit 1 and is incorporated
herein by reference. The foregoing description of the Rights and the Series A
Shares does not purport to be complete and is qualified in its entirety by
reference to the Rights Agreement.
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Item 2. Exhibits.
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The following exhibits are filed as part of this Registration Statement
on Form 8-A:
1 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 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).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
PFSWEB, INC.
(Registrant)
Date: June 14, 2000 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
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INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Exhibit Page
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1 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 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).
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