UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) AUGUST 30, 2004
PFSWEB, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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| 000-28275
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75-2837058 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
500 North Central Expressway
Plano, TX 75074
(Address of Principal Executive Offices) (Zip Code)
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
On August 25, 2004, Priority Fulfillment Services, Inc. (“PFS”), a
wholly-owned subsidiary of PFSweb, Inc. (“the Company”) entered into a Lease
with Fleet National Bank (“Fleet”) pursuant to which PFS will lease certain
equipment for an initial term of eight years, with options to renew, terminate
prior to the end of the stated term and/or purchase the equipment. The monthly
rent under the lease is $29,847, subject to a rental adjustment based on
interest rates. Under the lease, PFS has indemnified the lessor in respect of
various costs, liabilities and obligations. Upon any default by PFS under the
lease, the lessor has all rights and remedies available at law or in equity,
including the right to accelerate the remaining balance of rent payments and/or
terminate the lease. The Company has guaranteed all obligations of PFS under
the lease. The Company and Fleet are also parties to other equipment leases
pursuant to which the PFS leases other equipment from Fleet.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
See Item 1.01 described above and incorporated herein.