Item 2.01 Completion of Acquisition or Disposition of Assets
On February 1, 2006, PFSweb, Inc. (PFSweb), Red Dog Acquisition Corp., a newly-formed
wholly-owned subsidiary of PFSweb (Merger Sub), and eCOST.com, Inc. (eCOST) consummated the
transactions contemplated by the Agreement and Plan of Merger dated as of November 29, 2005 (the
Merger Agreement), pursuant to which, among other things, effective as of February 1, 2006,
Merger Sub was merged (the Merger) with and into eCOST, with eCOST remaining as the surviving
corporation and a wholly-owned subsidiary of PFSweb. As of February 1, 2006, each of the 18,858,132
issued and outstanding shares of common stock of eCOST have been converted into the right to
receive one share of common stock of PFSweb.
The foregoing description of the Merger and Merger Agreement is qualified in its entirety by
reference to the full text of the Merger Agreement filed as Exhibit 2.1 to the Current Report on
Form 8-K filed by PFSweb on November 30, 2005.
On February 1, 2006, PFSweb issued a press release announcing the closing of the Merger.
Item 9.01 Financial Statements and Exhibits
(a) Financial statements of business acquired.
The financial statements required by this item will be filed by amendment not later than 71
calendar days after the date that this report on Form 8-K must be filed, in accordance with Item
9.01 (a)(4) of Form 8-K.
(b) Pro forma financial information
The pro forma financial information required by this item will be filed by amendment not later than
71 calendar days after the date that this report on Form 8-K must be filed, in accordance with Item
9.01 (b)(2) of Form 8-K.
99.1 Press Release of PFSweb, Inc., dated February 1, 2006.