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words and phrases as they relate to PFSweb or our management are intended to
identify these forward looking statements. Forward-looking statements relating
to the Company's stock price, any market for the Company's stock, continued
listing of the Company's stock on the NASDAQ, and such matters as our financial
condition and operations are based on our management's current intent, belief or
expectations regarding our industry or us. These forward-looking statements are
not guarantees of future performance and involve risks, uncertainties and
assumptions that are difficult to predict. These risks and uncertainties
include, but are not limited to, our reliance on the projections of and fees
generated by the transaction volume or product sales of our clients; the impact
of strategic alliances; trends in the market for our services; trends in
e-commerce; whether we can continue and manage growth; changes in the trend
toward outsourcing; increased competition; effects of changes in profit margins;
the unknown effects of possible system failures and rapid changes in technology;
trends in government regulation; risks of operating overseas and foreign
currency risks; and our relationship with and separation from Daisytek, our
former parent corporation. Additional risks and uncertainties include, but are
not limited to, risks relating to the completion of definitive agreement with
Daisytek, including the risk that required regulatory clearances or Board of
Director approval might not be obtained at all. Although the Company believes
the expectations reflected in the forward-looking statements are based on
reasonable assumptions, it can give no assurance that its expectations will be
attained. The Company disclaims any intention or obligation to update any
forward-looking statements. A description of these factors, as well as other
factors, which could affect the Company's business, is set forth in the
Company's Prospectus dated December 2, 1999 and Form 10-K for the fiscal year
ended March 31, 2000 and Form 10-Q for the quarter ended December 31, 2000.
We are not aware of any jurisdiction where the making of the offer is
not in compliance with applicable law. If we become aware of any jurisdiction
where the making of the offer is not in compliance with any valid applicable
law, we will make a good faith effort to comply with such law. If, after such
good faith effort, we cannot comply with such law, the offer will not be made
to, nor will tenders be accepted from or on behalf of, the option holders
residing in such jurisdiction.
WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR
BEHALF AS TO WHETHER OR NOT YOU SHOULD TENDER YOUR OPTIONS PURSUANT TO THE
OFFER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO
WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO GIVE YOU ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER
THAN THE INFORMATION AND REPRESENTATIONS CONTAINED IN THIS DOCUMENT OR IN THE
RELATED LETTER OF TRANSMITTAL. IF ANYONE MAKES ANY RECOMMENDATION OR
REPRESENTATION TO YOU OR GIVES YOU ANY INFORMATION, YOU MUST NOT RELY UPON THAT
RECOMMENDATION, REPRESENTATION OR INFORMATION AS HAVING BEEN AUTHORIZED BY US.
18. DATE OF OFFER
This offer to exchange is dated April 30, 2001.