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CUSIP No. |
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717098206 |
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Page |
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4 |
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of |
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7 |
Item 1. Security and Issuer
This Schedule 13D relates to the shares of common stock (the “Shares”), of PFSweb, Inc., a
Delaware corporation (“Issuer”). The principal executive office of the Issuer is located at 500
North Central Expressway, Plano, Texas.
Item 2. Identity and Background
(a) Reporting Persons : This Schedule 13D is filed by Morehead Opportunity Fund, LP, a
Delaware limited partnership (“Morehead Opportunity Fund”) and Quinton Maynard (“Mr. Maynard,” and
together with Morehead Opportunity Fund, the “Reporting Persons”). The general partner of the
Morehead Opportunity Fund is Morehead Capital Advisors I, LLC (“Morehead Capital Advisors”). The
manager of Morehead Capital Advisors is Mr. Maynard. The Reporting Persons may be deemed to have
beneficial ownership over the Shares reported herein.
(b) The principal business address of the Reporting Persons is 5151 Glenwood Avenue, Suite
300, Raleigh, North Carolina 27612.
(c) The principal business of Morehead Opportunity Fund is investing in lower middle market
companies. The principal business of Mr. Maynard is serving as manager of Morehead Capital
Advisors, the general partner of Morehead Opportunity Fund.
(d) In the past five years, neither the Reporting Persons nor, to the knowledge of the
Reporting Persons, Morehead Capital Advisors have been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) In the past five years, neither the Reporting Persons nor, to the knowledge of the
Reporting Persons, Morehead Capital Advisors have been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such proceeding were or are
subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) Mr. Maynard is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Persons used cash of $2,071,051.11, inclusive of brokerage commissions, to
acquire the Shares.
Item 4. Purpose of Transaction
The Reporting Persons acquired the Shares for investment in the ordinary course of business
because they believe that when purchased, the Shares were undervalued and represented an attractive
investment opportunity. The Reporting Persons intend to review their holdings of Shares on a
continuing basis and in that connection expect to consider various factors including, without
limitation, the current and anticipated future trading price levels of the Shares, the financial
condition, results of operations and prospects of the Issuer, tax considerations, conditions in the
business process outsourcing industry and securities markets, general economic and industry
conditions, other investment and business opportunities available to the Reporting Persons, and
other factors that the Reporting Persons may deem relevant, and will in the future take such
actions with respect to investment in the Issuer as they deem appropriate. Such actions that the
Reporting Persons may take include, without limitation: (a) undertaking an extraordinary corporate
transaction such as a tender offer or exchange offer for some or all of the Shares or a merger,
consolidation, other business combination or reorganization involving the Issuer; (b) increasing or
decreasing their position in the Issuer through, among other things, the purchase or sale of Shares
in open market or private transactions for cash or for other consideration; (c) seeking to acquire
or influence control of the Issuer, including seeking representation on the board of the Issuer;
(d) entering into derivative