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ITEM 1. SUMMARY TERM SHEET.
The information set forth under "Summary Term Sheet" in the Offer to
Exchange, dated April 30, 2001 (the "Offer to Exchange"), attached hereto as
Exhibit (a)(2), is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The name of the issuer is PFSweb, Inc., a Delaware corporation (the
"Company"), and the address and telephone number of its principal executive
office is 500 North Central Expressway, Plano, Texas 75074, (972) 881-2900. The
information set forth in the Offer to Exchange under Section 9 ("Information
About PFSweb, Inc.") is incorporated herein by reference.
(b) This Tender Offer Statement on Schedule TO relates to an offer by
the Company to exchange certain options outstanding under the Company's 1999
Employee Stock Option Plan (the "1999 Plan") and Non-Employee Director Stock
Option and Retainer Plan (the "Director Plan," and together with the 1999 Plan,
the "Plans") and certain nonstatutory stock options to purchase shares of the
Company's Common Stock, $.001 par value per share ("Option Shares"), having an
exercise price of $4.00 per share or greater (collectively, the "Options"), for
new options that will be granted either under the 1999 Plan or as nonstatutory
stock options (collectively, the "New Options"), upon the terms and subject to
the conditions described in the Offer to Exchange and the related Letter of
Transmittal attached hereto as Exhibit (a)(3) (collectively, as they may be
amended from time to time, the "Offer"). This Offer excludes the class of
options held by option holders who are not U.S. employees of the Company or one
of its subsidiaries during the period commencing on April 30, 2001 and the date
the Offer expires (the "Offer Period"). The Company is making this Offer as part
of a program designed to provide employee incentives and improve and support
employee retention and morale. In the aggregate, there are 3,756,126 shares of
Common Stock underlying the Options covered in this Offer. For each option
holder, the number of shares of Common Stock to be granted under the New Options
will be equal to the number of shares of Common Stock underlying the Options to
be exchanged by such holder. The information set forth in the Offer to Exchange
under "Summary Term Sheet," Section 1 ("Number of Options; Expiration Date"),
Section 5 ("Acceptance of Options for Exchange and Issuance of New Options") and
Section 8 ("Source and Amount of Consideration; Terms of New Options") is
incorporated herein by reference.
(c) The information set forth in the Offer to Exchange under Section 7
("Price Range of Common Stock Underlying the Options") is incorporated herein by
reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) The information set forth under Item 2(a) above is incorporated
herein by reference. The Company is both the filing person and the subject
company.
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