UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12 (b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PFSweb, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State of incorporation or organization)
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75-2837058
(I.R.S. Employer Identification Number) |
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500 North Central Expressway
Plano, Texas
(Address of principal executive offices)
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75074
(Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
to be so registered
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Name of each exchange on which
each class is to be registered |
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| None
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N/A |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the
Exchange Act and is effective pursuant to General Instruction A.(c), please check the following
box. o
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the
Exchange Act and is effective pursuant to General Instruction A.(d), please check the following
box. þ
Securities to be registered pursuant to Section 12(g) of the Act:
RIGHTS TO PURCHASE SERIES A PREFERRED STOCK
(Title of class)
PFSweb, Inc. (the “Company”), hereby amends and supplements the Company’s Registration
Statement on Form 8-A filed with the Securities and Exchange Commission on June 14, 2000 (the “Form
8-A”). Capitalized terms used herein and not otherwise defined have the meanings ascribed to such
terms in the Form 8-A.
Item 1. Description of Registrant’s Securities to be Registered.
Item 1 of the Form 8-A is hereby amended by adding the following after the last paragraph
thereof:
On May 30, 2008, 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
2 and is incorporated herein by reference.
ITEM 2. Exhibits.
Exhibit No. Exhibit
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).(Incorporated
by reference to Exhibit 1 to Registration Statement on Form 8-A filed by the Company on June 14,
2000).
2. 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. (Incorporated by reference to Exhibit 4.1 to Form 8-K filed by the Company on May 30, 2008).