PFSweb, Inc. (the Company), hereby amends and supplements the Companys Registration
Statement on Form 8-A filed with the Securities and Exchange Commission on June 14, 2000, as
amended by Amendment No. 1 thereto filed on May 30, 2008 (as amended, the Form 8-A). Capitalized
terms used herein and not otherwise defined have the meanings ascribed to such terms in the Form
Item 1. Description of Registrants Securities to be Registered.
Item 1 of the Form 8-A is hereby amended by adding the following after the last paragraph
On May 24, 2010, the Company and Mellon Investor Services LLC, as successor to ChaseMellon
Shareholder Services, L.L.C., as rights agent (the Rights Agent), entered into Amendment No. 2 to
Rights Agreement (the Amendment). The Amendment amends the Rights Agreement, dated as of June 8,
2000, between the Company and the Rights Agent, as amended by amendment No. 1 thereto dated as of
May 30, 2008 (as amended, the Rights Agreement).
The Amendment adds the following to the definition of Acquiring Person in the Rights
Agreement: Notwithstanding the foregoing, the Board of Directors may determine, in the exercise of
its reasonable judgment, that a Person who would otherwise be an Acquiring Person, as defined
pursuant to the foregoing definition, shall not be deemed to be an Acquiring Person, provided,
that, and for so long as (i) such Person, together with all Affiliates and Associates of such
Person, shall be the Beneficial Owner of not more than 23% of the Common Shares then outstanding
and (ii) on or before the date upon which such Person would otherwise be an Acquiring Person, as
defined pursuant to the foregoing definition, such Person, on behalf of or together with all
Affiliates and Associates of such Person, shall have executed and delivered to the Company, and
shall be bound by and subject to, a standstill agreement satisfactory in form and substance to the
Board of Directors.
The foregoing description of the Amendment does not purport to be complete and is qualified in
its entirety by reference to the complete text of the Amendment, which is filed herewith as Exhibit
3 and is incorporated herein by reference.
ITEM 2. Exhibits.
||Rights Agreement, dated as of June 8, 2000, between the Company and ChaseMellon Shareholder
Services, LLC, which includes the Certificate of Designation in respect of the Series A Preferred
Stock as Exhibit A, the form of Right Certificate as Exhibit B and the Summary of Rights to
Purchase Series A Preferred Stock as Exhibit C. Pursuant to the Rights Agreement, Right
Certificates will not be mailed until after the Separation Date (as defined therein).(Incorporated
by reference to Exhibit 1 to Registration Statement on Form 8-A filed by the Company on June 14,