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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): July 6, 2000
PFSWEB, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-28275 75-283058
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification
incorporation) Number)
500 NORTH CENTRAL EXPRESSWAY, PLANO, TX 75074
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (972) 881-2900
NONE
(Former name or former address, if changed since last report)
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ITEM 1. CHANGE IN CONTROL OF REGISTRANT
On June 8, 2000, the Board of Directors of Daisytek International
Corporation ("Daisytek") approved the spin-off of PFSweb, Inc. ("PFSweb") to
holders of Daisytek's common stock. In order to effect this spin-off, the
Daisytek board declared a dividend on Daisytek common stock consisting of a
total of 14,305,000 shares of PFSweb common stock owned by Daisytek,
representing about 80.1% of the outstanding PFSweb common stock. The dividend
was paid at the close of business on July 6, 2000 to the holders of record of
Daisytek common stock as of the close of business on June 19, 2000, in the
amount of 0.81 of a share of PFSweb common stock for each share of outstanding
Daisytek common stock, as described below.
Holders of Daisytek common stock on the record date were not required
to pay any cash or other consideration for the shares of PFSweb common stock
distributed to them or to surrender or exchange their shares of Daisytek common
stock in order to receive the dividend of PFSweb common stock.
No fractional shares were issued in connection with the spin-off.
Instead, ChaseMellon Shareholder Services, the distribution agent for the
spin-off, was instructed to aggregate all of the fractional shares into whole
shares and sell them in an open market transaction. Holders of Daisytek common
stock who otherwise would be entitled to receive a fractional share will receive
a cash payment in the amount of their pro rata share of the total net proceeds
of that sale.
Further information regarding the spin-off and the relationship between
Daisytek and PFSweb may be found in the Information Statement dated June 20,
2000 (filed as Exhibit 99 to Form 8-K filed by Daisytek on June 22, 2000) and
the PFSweb Prospectus dated December 2, 1999.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired
Not applicable
(b) Pro forma financial information
Not applicable
(c) Exhibits
2.1 Amendment to Initial Public Offering and
Distribution Agreement dated July 6, 2000 by and
among Daisytek International Corporation,
Daisytek, Incorporated and PFSweb, Inc.
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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.
Dated: July 12, 2000 By: /s/ THOMAS J. MADDEN
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Thomas J. Madden
Executive Vice President
Chief Financial and Accounting Officer
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
2.1 Amendment to Initial Public Offering and Distribution
Agreement dated July 6, 2000 by and among Daisytek
International Corporation, Daisytek, Incorporated and
PFSweb, Inc.
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