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underwriter defaults in its commitment to purchase shares, the commitments of
non-defaulting underwriters may be increased or the underwriting agreement may
be terminated, depending on the circumstances. We have agreed to indemnify the
underwriters against certain civil liabilities under the Securities Act, or to
contribute to payments the underwriters may be required to make in respect of
such liabilities.
The representatives have advised PFSweb that the underwriters propose to
offer the shares directly to the public at the public offering price that
appears on the cover page of this prospectus. In addition, the representatives
may offer some of the shares to certain securities dealers at such price less a
concession of $ per share. The underwriters may also allow to dealers, and
such dealers may reallow, a concession not in excess of $ per share to
certain other dealers. After the shares are released for sale to the public, the
representatives may change the offering price and other selling terms at various
times.
The underwriters have informed PFSweb that the underwriters will not allow
discretionary account sales of the shares of common stock offered by this
prospectus.
PFSweb has granted the underwriters an over-allotment option. This option,
which is exercisable for up to 30 days after the date of this prospectus,
permits the underwriters to purchase a maximum of 465,000 additional shares from
PFSweb to cover over-allotments. If the underwriters exercise all or part of
this option, they will purchase shares covered by the option at the public
offering price that appears on the cover page of this prospectus, less the
underwriting discount. If this option is exercised in full, the total price to
public will be $53.5 million and the net proceeds to PFSweb will be
approximately $46.8 million. The underwriters have severally agreed that, to the
extent the over-allotment option is exercised, they will each purchase a number
of additional shares proportionate to the underwriter's initial amount reflected
in the above table.
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 $2.9 million.
We and Daisytek have, jointly and severally, agreed to indemnify each
underwriter against all liabilities to which they may become subject under the
federal securities laws or other law (including reimbursement of expenses)
arising out of:
- any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement (including the Prospectus) or the
omission or alleged omission to state a material fact required to be
stated therein or necessary to make the statements not misleading, except
that there is no indemnification for specific information furnished by
the underwriters; and
- the directed share program under which the underwriters have reserved for
sale up to 217,000 shares for officers, directors, employees and
associates of Daisytek and PFSweb.
This includes contribution to any payments which may be made by the underwriters
in the event that indemnification is not available.
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
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