PFSWEB, INC.
500 NORTH CENTRAL EXPRESSWAY
PLANO, TEXAS 75074
(972) 881-2900
PROXY STATEMENT
This Proxy Statement is furnished to the stockholders of PFSweb, Inc.,
a Delaware corporation ("PFSweb" or the "Company"), in connection with the
solicitation of proxies for use at the Company's Annual Meeting of Stockholders
(the "Annual Meeting"), to be held at the Stonebriar Country Club, Frisco,
Texas, on Friday, June 6, 2003, at 10:00 a.m. and at any and all adjournments
thereof.
This solicitation is being made on behalf of the Board of Directors of
the Company. This Proxy Statement, Notice of Annual Meeting of Stockholders, the
enclosed proxy card and the Company's 2002 Annual Report on Form 10-K will first
be mailed to stockholders on or about May 6, 2003.
The shares represented by a proxy in the enclosed form, if such proxy
is properly executed and is received by the Company prior to or at the Annual
Meeting, will be voted in accordance with the specifications made thereon.
Proxies on which no specification has been made by the stockholder will be
voted:
(i) in favor of the election of the nominees to the Board
of Directors listed in this Proxy Statement;
(ii) in favor of the amendment to the Company's
Certificate of Incorporation to effect a reverse
split of our outstanding common stock by a ratio of
no change to up to one-for-ten and authorize our
Board to determine the exact ratio within that range;
and
(iii) to ratify the appointment of KPMG LLP as the
Company's independent auditors for the fiscal year
ending December 31, 2003.
Any proxy given by a stockholder may be revoked at any time before its
exercise by sending a subsequently dated proxy or by giving written notice of
revocation, in each case, to the Company's Secretary, at the Company's principal
executive offices at the address set forth above. Stockholders who attend the
Annual Meeting in person may withdraw their proxies at any time before their
shares are voted by voting their shares in person.
Stockholders of record at the close of business on April 15, 2003 (the
"Record Date") are entitled to notice of, and to vote at, the Annual Meeting. On
the Record Date, the issued and outstanding voting securities of the Company
consisted of 18,428,871 shares of common stock, excluding 86,300 shares of
common stock in treasury, par value $.001 per share (the "Common Stock"), each
of which is entitled to one vote on all matters that may properly come before
the Annual Meeting or any adjournment thereof.
The presence at the Annual Meeting, in person or by proxy, of the
holders of a majority of the outstanding shares of Common Stock is necessary to
constitute a quorum. The director nominees receiving the most votes will be
elected as directors. The affirmative vote of a majority of the shares present,
whether in person or by proxy, at the meeting will be sufficient to ratify the
selection of our independent auditors. The authorization of an amendment to our
certificate of incorporation to effect a reverse stock split will require the
affirmative vote of the holders of a majority of the outstanding shares of
common stock entitled to vote thereon. The inspector of elections appointed by
the Company will count all votes cast, in person or by submission of a properly
executed proxy, before the closing of the polls at the meeting. Abstentions and
"broker non-votes" (nominees holding shares for beneficial owners who have not
voted on a specific matter) will be treated as present for purposes of
determining whether a quorum is present at the Annual Meeting. However,
abstentions and broker non-votes will have the same effect as a vote against the
second two proposals.