72
The following table provides information regarding the amount of the
discount to be paid to the underwriters by PFSweb. Such amount is shown assuming
both no exercise and full exercise of the underwriters' option to purchase
additional shares.
PAID BY PFSWEB
---------------------------
NO EXERCISE FULL EXERCISE
----------- -------------
Per Share.......................................... $ $
Total.............................................. $ $
PFSweb estimates that the total expenses of the offering, excluding the
underwriting discount, will be approximately $2.5 million.
PFSweb and Daisytek have agreed to indemnify the underwriters against
certain liabilities, including liabilities under the Securities Act, and to
contribute to payments the underwriters may be required to make for certain
liabilities.
PFSweb, its executive officers and directors, and Daisytek have agreed to a
180-day lock up with respect to 14,305,000 shares of common stock that they
beneficially own, including securities that are convertible into shares of
common stock and securities that are exchangeable or exercisable for shares of
common stock. This means that, subject to certain exceptions, for a period of
180 days following the date of this prospectus, PFSweb, Daisytek and such
persons may not offer, sell, pledge or otherwise dispose of PFSweb securities
without the prior written consent of Hambrecht & Quist.
The underwriters have reserved for sale up to 217,000 shares for employees,
directors and certain other persons associated with PFSweb. These reserved
shares will be sold at the public offering price that appears on the cover of
this prospectus. The number of shares available for sale to the general public
in the offering will be reduced to the extent reserved shares are purchased by
these persons. The underwriters will offer to the general public, on the same
terms as other shares offered by this prospectus, any reserved shares that are
not purchased by these persons.
Prior to this offering, there has been no public market for the common
stock. Consequently, the offering price for the common stock has been determined
by negotiations between PFSweb and the underwriters and is not necessarily
related to PFSweb's asset value, net worth or other established criteria of
value. The factors considered in such negotiations, in addition to prevailing
market conditions, included the history of and prospects for the industry in
which PFSweb competes, an assessment of PFSweb's management, PFSweb's prospects,
its capital structure, prevailing market conditions, its results of operations
in recent periods and certain other factors as were deemed relevant.
Rules of the SEC may limit the ability of the underwriters to bid for or
purchase shares before the distribution of the shares is completed. However, the
underwriters may engage in the following activities in accordance with the
rules:
- Stabilizing transactions. The representatives may make bids or purchases
for the purpose of pegging, fixing or maintaining the price of the
shares, so long as stabilizing bids do not exceed a specified maximum.
- Over-allotments and syndicate covering transactions. The underwriters may
create a short position in the shares by selling more shares than are set
forth on the cover page of this prospectus. If a short position is
created in connection with the offering, the representatives may engage
in syndicate covering transactions by purchasing shares in the open
market. The representatives may also elect to reduce any short position
by exercising all or part of the over-allotment option.
68