21
All of our agreements with Daisytek were made in the context of a
parent-subsidiary relationship and were negotiated in the overall context of our
separation from Daisytek. Although we generally believe that the terms of these
agreements are consistent with fair market values, we cannot assure you that the
prices charged to us, or by us, under these agreements are not higher or lower
than the prices that may be charged by, or to, unaffiliated third parties for
similar services.
For more information regarding the separation arrangements, see "Certain
Transactions."
USE OF PROCEEDS
Assuming an initial public offering price of $15.00 per share, we will
receive net proceeds of approximately $40.3 million from the sale of 3,100,000
shares of common stock in this offering ($46.8 million if the underwriters
exercise their over-allotment option in full). We intend to use the net proceeds
of this offering:
- to repay an intercompany payable to Daisytek ($22.3 million as of
September 30, 1999) which is payable on demand and accrues interest at a
fluctuating rate equal to Daisytek's cost of funds (6.5% as of September
30, 1999), the proceeds of which were used within the past year to fund
working capital needs and to fund an increase in a non-current receivable
from one of our clients;
- to acquire from Daisytek all fixed assets in its Memphis distribution
facility, as well as certain assets providing information technology
services and the stock of several subsidiaries of Daisytek representing
the business operations of PFSweb for approximately $5.4 million, which
represents the net book value of these assets;
- for presently anticipated capital expenditures of approximately $7-$10
million, a portion of which may be financed through capital or operating
leases; and
- for general working capital and possible acquisitions.
DIVIDEND POLICY
We have never declared or paid cash dividends on our common stock. We
currently intend to retain any future earnings to fund the development and
growth of our business. Therefore, we do not currently anticipate paying any
cash dividends in the foreseeable future.
17