2
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS
NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO
BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.
SUBJECT TO COMPLETION, DATED NOVEMBER 3, 1999
PROSPECTUS
3,100,000 SHARES
PFS LOGO
COMMON STOCK
This is the initial public offering of common stock by PFSweb, Inc. We are
selling 3,100,000 shares of common stock. The estimated initial public offering
price is between $12.00 and $14.00 per share.
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There is currently no public market for the common stock. In connection
with this offering, we have applied to list our common stock on the Nasdaq
National Market under the symbol "PFSW."
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We are currently a subsidiary of Daisytek International Corporation. When
the offering is completed, Daisytek will own approximately 82.2% of our
outstanding shares of common stock.
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PER SHARE TOTAL
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Public offering price..................................... $ $
Underwriting discount..................................... $ $
Proceeds, before offering expenses, to PFSweb............. $ $
The underwriters may also purchase up to 465,000 additional shares of
common stock from us at the public offering price, less the underwriting
discount, within 30 days from the date of this prospectus to cover
over-allotments.
Delivery of the shares of common stock will be made on or about
, 1999.
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INVESTING IN THE COMMON STOCK INVOLVES RISKS.
SEE "RISK FACTORS" BEGINNING ON PAGE 5.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
HAMBRECHT & QUIST
WILLIAM BLAIR & COMPANY
JEFFERIES & COMPANY, INC.
, 1999