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1. Entire Document including Exhibit(s)
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| 2. 10-K - FORM 10-K
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| PAGE: 1 - UNITED STATES SECURITIES AND EXCHANGE COMMISSION |
| PAGE: 2 - PART I |
| PAGE: 3 - |
| PAGE: 4 - Industry Overview |
| PAGE: 5 - Government Outsourcing Trend |
| PAGE: 6 - The PFSweb Solution |
| PAGE: 7 - Improve the Customer Experience. |
| PAGE: 8 - PFSweb Services |
| PAGE: 9 - Customer Relationship Management. |
| PAGE: 10 - Facility Operations and Management. |
| PAGE: 11 - Information Management. |
| PAGE: 12 - Professional Consulting Services. |
| PAGE: 13 - Technology |
| PAGE: 14 - Competition |
| PAGE: 15 - Employees |
| PAGE: 16 - Risks Related to Our Business |
| PAGE: 17 - Our operating results are materially impacted by our client mix and the seasonality of their busines |
| PAGE: 18 - Our business is subject to the risk of customer and supplier concentration. |
| PAGE: 19 - Our sales and implementation cycles are highly variable and our ability to finalize pending contract |
| PAGE: 20 - We may engage in future strategic alliances or acquisitions that could dilute our existing stockhold |
| PAGE: 21 - We may be a party to litigation involving our e-commerce intellectual property rights. |
| PAGE: 22 - Risks Related to Our Stock |
| PAGE: 23 - Item 2. |
| PAGE: 24 - PART II |
| PAGE: 25 - Historical Selected Condensed Consolidated Financial Data |
| PAGE: 26 - We believe the following discussion and analysis provides information that is relevant to an assessm |
| PAGE: 27 - Key Transactions in 2004 |
| PAGE: 28 - Cost of product revenue - |
| PAGE: 29 - Historical Financial Presentation |
| PAGE: 30 - Year Ended December 31, 2004 Compared to Year Ended December 31, 2003 |
| PAGE: 31 - Cost of Service Fee Revenue |
| PAGE: 32 - Cost of Product Revenue. |
| PAGE: 33 - Interest Income |
| PAGE: 34 - |
| PAGE: 35 - |
| PAGE: 36 - Inventory Management |
| PAGE: 37 - Inflation |
| PAGE: 38 - Cost of Service Fee Revenue |
| PAGE: 39 - Capitalized Software |
| PAGE: 40 - Interest Rate Risk |
| PAGE: 41 - INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND |
| PAGE: 42 - Report of Independent Registered Public Accounting Firm |
| PAGE: 43 - PFSWEB, INC. AND SUBSIDIARIES |
| PAGE: 44 - PFSWEB, INC. AND SUBSIDIARIES |
| PAGE: 45 - PFSWEB, INC. AND SUBSIDIARIES |
| PAGE: 46 - PFSWEB, INC. AND SUBSIDIARIES |
| PAGE: 47 - PFSWEB, INC. AND SUBSIDIARIES |
| PAGE: 48 - PFSWEB, INC. AND SUBSIDIARIES |
| PAGE: 49 - PFSWEB, INC. AND SUBSIDIARIES |
| PAGE: 50 - PFSWEB, INC. AND SUBSIDIARIES |
| PAGE: 51 - PFSWEB, INC. AND SUBSIDIARIES |
| PAGE: 52 - PFSWEB, INC. AND SUBSIDIARIES |
| PAGE: 53 - PFSWEB, INC. AND SUBSIDIARIES |
| PAGE: 54 - PFSWEB, INC. AND SUBSIDIARIES |
| PAGE: 55 - PFSWEB, INC. AND SUBSIDIARIES |
| PAGE: 56 - PFSWEB, INC. AND SUBSIDIARIES |
| PAGE: 57 - PFSWEB, INC. AND SUBSIDIARIES |
| PAGE: 58 - PFSWEB, INC. AND SUBSIDIARIES |
| PAGE: 59 - PFSWEB, INC. AND SUBSIDIARIES |
| PAGE: 60 - PFSWEB, INC. AND SUBSIDIARIES |
| PAGE: 61 - PFSWEB, INC. AND SUBSIDIARIES |
| PAGE: 62 - PFSWEB, INC. AND SUBSIDIARIES |
| PAGE: 63 - PFSWEB, INC. AND SUBSIDIARIES |
| PAGE: 64 - PFSWEB, INC. AND SUBSIDIARIES |
| PAGE: 65 - PFSWEB, INC. AND SUBSIDIARIES |
| PAGE: 66 - PFSWEB, INC. AND SUBSIDIARIES |
| PAGE: 67 - PFSWEB, INC. AND SUBSIDIARIES |
| PAGE: 68 - Item 9. |
| PAGE: 69 - Item 13. |
| PAGE: 70 - |
| PAGE: 71 - |
| PAGE: 72 - |
| PAGE: 73 - SCHEDULE I |
| PAGE: 74 - SCHEDULE I |
| PAGE: 75 - SCHEDULE I |
| PAGE: 76 - SCHEDULE II |
| PAGE: 77 - SIGNATURES |
| 3. EX-10.54 - LOAN AGREEMENT
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| PAGE: 1 - LOAN AGREEMENT |
| PAGE: 2 - Section 1.1 Obligor Representations and Covenants............................................... |
| PAGE: 3 - Section 8.4 Security Interest in the Project Fund............................................... |
| PAGE: 4 - Section 10.1. |
| PAGE: 5 - |
| PAGE: 6 - Section 1.1 Obligor Representations and Covenants. The Obligor makes the |
| PAGE: 7 - |
| PAGE: 8 - Section 1.2 Intentionally Omitted. |
| PAGE: 9 - Section 1.4 Benefits Under the Act. |
| PAGE: 10 - Section 2.1 The Bonds. The Issuer has authorized the issuance and sale of |
| PAGE: 11 - Section 2.3 Investment of Bond Fund and Project Fund. Any moneys held as |
| PAGE: 12 - Section 2.7 Right to Exercise Conversion Option. Subject to the ability of |
| PAGE: 13 - Section 4.1 Project Fund Disbursements. There is established with the |
| PAGE: 14 - Section 4.2 Obligation of the Obligor to Complete the Project. The Obligor |
| PAGE: 15 - Section 5.2 Issuer Fees and Expenses. The Obligor shall pay all Issuance |
| PAGE: 16 - Section 5.5 Indemnification of the Trustee. The Obligor shall indemnify |
| PAGE: 17 - Section 6.1 Maintenance and Operation. The Obligor, at its expense, shall |
| PAGE: 18 - Section 8.2 Obligor's Interest in the Agreement. The Obligor shall not |
| PAGE: 19 - Section 9.3 Access to Project and Records. Subject to reasonable security |
| PAGE: 20 - Section 10.2 Remedies upon Event of Default. Whenever any Event of Default |
| PAGE: 21 - Section 10.3 Payment of Attorneys' Fees and Other Expenses. In the event |
| PAGE: 22 - Section 12.1 Amounts Remaining in Funds. Any amounts remaining in the Bond |
| PAGE: 23 - Section 12.5 Amendment. The Agreement may be amended only as provided in |
| PAGE: 24 - |
| PAGE: 25 - EXHIBIT A |
| PAGE: 26 - EXHIBIT B |
| PAGE: 27 - |
| PAGE: 28 - |
| PAGE: 29 - EXHIBIT C |
| PAGE: 30 - |
| PAGE: 31 - EXHIBIT D |
| 4. EX-10.55 - PLACEMENT AGREEMENT
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| PAGE: 1 - PLACEMENT AGREEMENT |
| PAGE: 2 - TABLE OF CONTENTS |
| PAGE: 3 - SECTION 1. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ISSUER. By the |
| PAGE: 4 - |
| PAGE: 5 - SECTION 2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OBLIGOR. By |
| PAGE: 6 - |
| PAGE: 7 - SECTION 3. APPROVAL OF PRIVATE PLACEMENT MEMORANDUM. The Issuer and the |
| PAGE: 8 - |
| PAGE: 9 - SECTION 5. PAYMENT TO THE ISSUER AND DELIVERY OF BONDS. The Placement |
| PAGE: 10 - SECTION 7. FEES AND EXPENSES. |
| PAGE: 11 - |
| PAGE: 12 - SECTION 9. RESPONSIBILITIES OF PLACEMENT AGENT. The Placement Agent agrees |
| PAGE: 13 - COMERICA SECURITIES |
| 5. EX-10.56 - REIMBURSEMENT AGREEMENT
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| PAGE: 1 - EXHIBIT 10.56 |
| PAGE: 2 - EXHIBIT 10.56 |
| PAGE: 3 - SECTION 1. Reimbursement and Other Payments. |
| PAGE: 4 - |
| PAGE: 5 - SECTION 2. Issuance of Letter of Credit. On or before December 29, 2004, |
| PAGE: 6 - |
| PAGE: 7 - SECTION 4. Obligations Absolute. The payment obligations of the Obligor |
| PAGE: 8 - SECTION 5. Representations and Warranties. The Obligor represents and |
| PAGE: 9 - |
| PAGE: 10 - SECTION 6. Affirmative Covenants. So long as a drawing is available under |
| PAGE: 11 - SECTION 7. Negative Covenants of the Obligor. So long as a drawing is |
| PAGE: 12 - SECTION 9. Collateral Security. To secure full and timely performance of |
| PAGE: 13 - SECTION 11. Addresses for Notices. All notices and other communications |
| PAGE: 14 - SECTION 14. Continuing Obligation. This Agreement is a continuing |
| PAGE: 15 - SECTION 17. Costs, Expenses and Taxes. The Obligor agrees to pay on demand |
| PAGE: 16 - SECTION 21. Jurisdiction. Obligor hereby irrevocably submits to the |
| PAGE: 17 - COMERICA BANK |
| PAGE: 18 - EXHIBIT "B" |
| PAGE: 19 - EXHIBIT "C" |
| 6. EX-10.57 - FIRST AMENDED/RESTATED LOAN AND SECURITY AGREEMENT
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| PAGE: 1 - EXHIBIT 10.57 |
| PAGE: 2 - RECITALS |
| PAGE: 3 - Section 2.1(c) shall be immediately due and payable. Any Equipment |
| PAGE: 4 - |
| PAGE: 5 - Section 2.3(b), the Equipment Term Loan shall bear interest, on the |
| PAGE: 6 - |
| PAGE: 7 - |
| PAGE: 8 - |
| PAGE: 9 - |
| PAGE: 10 - |
| PAGE: 11 - |
| PAGE: 12 - |
| PAGE: 13 - |
| PAGE: 14 - |
| PAGE: 15 - |
| PAGE: 16 - |
| PAGE: 17 - Section 8.6, all Obligations shall become immediately due and payable without |
| PAGE: 18 - |
| PAGE: 19 - |
| PAGE: 20 - Section 11 of this Agreement is invalidated for any reason by a court of law, |
| PAGE: 21 - Section 1280 through Section 1294.2 of the CCP as amended from time to time. The |
| PAGE: 22 - |
| PAGE: 23 - COMERICA BANK |
| PAGE: 24 - EXHIBIT A |
| PAGE: 25 - |
| PAGE: 26 - |
| PAGE: 27 - |
| PAGE: 28 - |
| PAGE: 29 - |
| PAGE: 30 - |
| PAGE: 31 - |
| PAGE: 32 - |
| PAGE: 33 - |
| PAGE: 34 - EXHIBIT B |
| PAGE: 35 - EXHIBIT C |
| PAGE: 36 - EXHIBIT D |
| PAGE: 37 - EXHIBIT E |
| PAGE: 38 - SCHEDULE OF EXCEPTIONS |
| PAGE: 39 - |
| PAGE: 40 - |
| PAGE: 41 - |
| PAGE: 42 - |
| PAGE: 43 - AGREEMENT TO PROVIDE INSURANCE |
| PAGE: 44 - |
| PAGE: 45 - EXHIBIT A to UCC Financing Statement |
| 7. EX-10.58 - REMARKETING AGREEMENT
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| PAGE: 1 - REMARKETING AGREEMENT |
| PAGE: 2 - TABLE OF CONTENTS |
| PAGE: 3 - SECTION 1. DUTIES. |
| PAGE: 4 - SECTION 2. DISCLOSURE STATEMENT. If the Remarketing Agent determines that |
| PAGE: 5 - Section 3 for any legal or other expenses subsequently incurred by such |
| PAGE: 6 - Section 3(d), notify each party from whom contribution may be sought, but the |
| PAGE: 7 - SECTION 7. TERMINATION. This Agreement will terminate upon the effective |
| PAGE: 8 - |
| PAGE: 9 - |
| 8. EX-23.1 - CONSENT OF KPMG LLP
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| PAGE: 1 - Exhibit 23.1 |
| 9. EX-31.1 - CERTIFICATIONS OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350
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| PAGE: 1 - EXHIBIT 31.1 |
| 10. EX-31.2 - CERTIFICATIONS OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350
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| PAGE: 1 - EXHIBIT 31.2 |
| 11. EX-32.1 - CERTIFICATIONS OF CEO PURSUANT TO SECTION 906
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| PAGE: 1 - |