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2. PURPOSE OF THE OFFER.
The outstanding eligible options have exercise prices that are
significantly higher than the current market price of our common stock. By
making this offer to exchange outstanding options for new options that will have
an exercise price equal to the fair market value of our common stock on the
grant date, we intend to provide our employees with the benefit of owning
options that over time may have a greater potential to increase in value, create
better performance incentives for employees and thereby maximize stockholder
value. As a service company, we believe that providing equity incentives to our
dedicated team of professionals is a critical ingredient for our development and
success.
Except as otherwise described in this offer to exchange or in our
filings with the Securities and Exchange Commission or in our press releases
which are available from our Investor Relations Department (extension 2304) and
on our web site (www.pfsweb.com) (but such web site is not made a part hereof),
we presently have no plans or proposals that relate to or would result in:
o an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving us or any of our material
subsidiaries;
o purchase or sale of a material amount of our assets or any
subsidiary's assets (except for our proposed sale of certain
fulfillment and distribution assets to Daisytek as publicly
announced on April 3, 2001);
o any material change in our present dividend rate or policy, or our
indebtedness or capitalization;
o any change in our present board of directors or senior management,
including a change in the number or term of directors or to fill any
existing board vacancies or change any executive officer's material
terms of employment;
o any other material change in our corporate structure or business;
o our common stock not being authorized for quotation in an automated
quotation system operated by a national securities association;
o our common stock becoming eligible for termination of registration
pursuant to section 12(g)(4) of the Securities Exchange Act of 1934,
as amended;
o the suspension of our obligation to file reports pursuant to section
15(d) of the Securities Exchange Act;
o the acquisition by any person of any of our securities or the
disposition by any person of any of our securities, other than in
connection with the Plans; or