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PFSWEB, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
SEPTEMBER 15, 2000
The Annual Meeting of Stockholders of PFSweb, Inc. (the "Company") will be
held on Friday, September 15, 2000 at 10:00 a.m. at the Stonebriar Country Club,
Frisco, Texas, for the following purposes:
1. To elect two Class I directors;
2. To consider and act upon a proposal to approve the Company's 2000
Employee Stock Purchase Plan;
3. To ratify the appointment of Arthur Andersen LLP as the Company's
independent auditors for the fiscal year ending March 31, 2001; and
4. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on July 20, 2000 as
the record date for the determination of stockholders entitled to notice of, and
to vote at, the Annual Meeting. Each stockholder, even though he or she may
presently intend to attend the Annual Meeting, is requested to execute and date
the enclosed proxy card and return it without delay in the enclosed postage-paid
envelope. Any stockholder present at the Annual Meeting may withdraw his or her
proxy card and vote in person on each matter properly brought before the Annual
Meeting.
Please sign, date and mail the enclosed proxy in the enclosed envelope
promptly, so that your shares of stock may be represented at the meeting.
By Order of the Board of Directors
[/s/ HARVEY H. ACHATZ]
Harvey H. Achatz
Secretary
Plano, Texas
J
uly 31, 2000