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PRINCIPAL STOCKHOLDER
Prior to this offering, all of the outstanding shares of our common stock
are owned by Daisytek. After this offering, Daisytek will own approximately
82.2% (or approximately 80.1% if the underwriters exercise their over-allotment
option in full) of our outstanding common stock. Except for Daisytek, we are not
aware of any person or group that will beneficially own more than 5% of the
outstanding shares of our common stock following this offering. Daisytek's
principal executive offices are located at 500 North Central Expressway, Plano,
Texas 75074.
DESCRIPTION OF CAPITAL STOCK
Under our Amended and Restated Certificate of Incorporation, our authorized
capital stock consists of 41,000,000 shares, of which 40,000,000 shares are
common stock, $0.001 par value per share, and 1,000,000 shares are preferred
stock, par value $1.00 per share. Immediately following this offering,
17,405,000 shares of common stock, or 17,870,000 shares if the underwriters
exercise their over-allotment option in full, will be outstanding. The following
description of our capital stock is not complete and is qualified in its
entirety by our Amended and Restated Certificate of Incorporation and Bylaws,
both of which are included as exhibits to the registration statement of which
this prospectus forms a part.
COMMON STOCK
Holders of common stock will be entitled to one vote per share with respect
to each matter presented to our stockholders on which the holders of common
stock are entitled to vote. Except as may be provided in connection with any
preferred stock in a certificate of designation filed pursuant to the Delaware
General Corporation Law ("DGCL"), or as may otherwise be required by law or the
Amended and Restated Certificate of Incorporation, the common stock will be the
only capital stock of PFSweb entitled to vote in the election of directors and
on all other matters presented to the stockholders of PFSweb; provided that
holders of common stock, as such, will not be entitled to vote on any matter
that solely relates to the terms of any outstanding series of preferred stock or
the number of shares of such series and does not affect the number of authorized
shares of preferred stock or the powers, privileges and rights pertaining to the
common stock. The common stock will not have cumulative voting rights.
Subject to the prior rights of holders of preferred stock, if any, holders
of common stock are entitled to receive such dividends as may be lawfully
declared from time to time by the Board of Directors of PFSweb. Upon any
liquidation, dissolution or winding up of PFSweb, whether voluntary or
involuntary, holders of common stock will be entitled to receive such assets as
are available for distribution to stockholders after there shall have been paid
or set apart for payment the full amounts necessary to satisfy any preferential
or participating rights to which the holders of each outstanding series of
preferred stock are entitled by the express terms of such series.
The outstanding shares of our common stock are, and the shares of common
stock being offered hereby will be, upon payment therefor, validly issued, fully
paid and nonassessable. The common stock sold in this offering will not have any
preemptive, subscription or conversion rights. Additional shares of authorized
common stock may be issued, as determined by the PFSweb Board from time to time,
without stockholder approval, except as may be required by applicable law or
stock exchange requirements.
PREFERRED STOCK
Our Board is empowered, without approval of the stockholders, to cause
shares of preferred stock to be issued from time to time in one or more series,
with the numbers of shares of each series and the designation, powers,
privileges, preferences and rights of the shares of each such
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