- Penalty bids. If the representatives purchase shares in the open market
in a stabilizing transaction or syndicate covering transaction, they may
reclaim a selling concession from the underwriters and selling group
members who sold those shares as part of this offering.
Stabilization and syndicate covering transactions may cause the price of
the shares to be higher than it would be in the absence of such transactions.
The imposition of a penalty bid might also have an effect on the price of the
shares if it discourages resales of the shares.
Neither PFSweb nor the underwriters makes any representation or prediction
as to the effect that the transactions described above may have on the price of
the shares. These transactions may occur on the Nasdaq National Market or
otherwise. If such transactions are commenced, they may be discontinued without
notice at any time.
One or more members of the underwriting selling group, may make copies of
the preliminary prospectus available over the Internet to certain customers
through its or their Web sites. The representatives expect to allocate a limited
number of shares to such member or members of the selling group for sale to
brokerage account holders.
Timothy M. Murray, a director of PFSweb, is a Principal of William Blair &
The validity of the common stock offered hereby will be passed upon for
PFSweb by Wolff & Samson P.A., Roseland, New Jersey. An attorney of such firm is
the holder of an option to purchase 35,000 shares of common stock of PFSweb.
Legal matters in connection with this offering will be passed upon for the
underwriters by Gibson, Dunn & Crutcher LLP, New York, New York.
The financial statements and schedule included in this prospectus and
elsewhere in the registration statement have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in giving said reports.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the Securities and Exchange Commission, Washington, D.C.
20549, a Registration Statement on Form S-1 under the Securities Act of 1933, as
amended, with respect to the Common Stock offered hereby. This prospectus does
not contain all of the information set forth in the Registration Statement and
the exhibits and schedules thereto. Items are omitted in accordance with the
rules and regulations of the Commission. For further information with respect to
PFSweb and our common stock offered hereby, reference is made to the
Registration Statement and the exhibits and schedules filed as a part thereof.
Statements contained in this prospectus as to the contents of any contract or
any other document referred to are not necessarily complete, and, in each
instance, if such contract or document is filed as an exhibit, reference is made
to the copy of such contract or document filed as an exhibit to the Registration
Statement, each such statement being qualified in all respects by such reference
to such exhibit. The Registration Statement, including exhibits and schedules
thereto, may be inspected without charge at the public reference facilities
maintained by the Commission in Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's regional offices located at the North
Western Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661 and Seven World Trade Center, 13th Floor, New York, NY 10048, and copies
of all or any part thereof may be obtained from such office after payment of
fees prescribed by the Commission. The Commission maintains a Web site at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the