PFSweb, Inc. (NASDAQ:PFSW) Files An 8-K Entry into a Material Definitive Agreement

PFSweb, Inc. (NASDAQ:PFSW) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01Entry into a Material Definitive Agreement

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Amendment to Rights Agreement

On June 27, 2018, the Company and Computershare Inc., successor in interest to Computershare Shareowner Services LLC (formerly known as Mellon Investor Services LLC), a Delaware corporation, as successor to ChaseMellon Shareholder Services, L.L.C., a New Jersey limited liability company, as rights agent (the “Rights Agent”), entered into Amendment No.7 to Rights Agreement (the “Amendment”). The Amendment amends the Rights Agreement, dated as of June8, 2000, between the Company and the Rights Agent, as amended by Amendment No. 1 thereto dated as of May 30, 2008, Amendment No. 2 thereto dated as of May 24, 2010, Amendment No. 3 thereto dated as of July 2, 2010, Amendment No. 4 thereto dated as of May 15, 2013, Amendment No. 5 thereto dated as of June 18, 2015 and Amendment No. 6 thereto dated as of July 28, 2015 (as amended, the “Rights Agreement”).

A summary of the material terms of the Rights Agreement, as amended by the Amendment, together with the full text of the Rights Agreement, and each of Amendments Nos. 1 to 6 thereto, is set forth in the Company’s Proxy Statement dated May 18, 2018 and incorporated herein.

Item 1.01

Material Modification to Rights of Security Holders

The information set forth in Item 1.01 of this Form 8-K under the heading “Amendment to Rights Agreement” is incorporated herein by reference.

Item 1.01.Financial Statements and Exhibits.

Exhibit No.Exhibit

4.1

Amendment No.7 to Rights Agreement, dated as of June 27, 2018 between the Company and Computershare Inc., as rights agent.

EXHIBIT INDEX

Exhibit No.Exhibit


PFSWEB INC Exhibit
EX-4.1 2 pfsw-ex41_14.htm EX-4.1 pfsw-ex41_14.htm   Exhibit 4.1   AMENDMENT NO. 7 TO RIGHTS AGREEMENT Amendment No. 7 to Rights Agreement,…
To view the full exhibit click here

About PFSweb, Inc. (NASDAQ:PFSW)

PFSWEB, Inc. is a global provider of omni-channel commerce solutions, including a range of technology, infrastructure and professional services. The Company’s service offerings include Website design, creation and integration, digital agency and marketing, e-commerce technologies, order management, customer care, logistics and fulfillment, financial management and professional consulting. It operates through two segments: PFSweb, and Business and Retail Connect. PFSweb is a global provider of various infrastructure, technology and digital agency solutions and operates as a service fee business. In the Business and Retail Connect segment, subsidiaries of the Company purchase inventory from clients and resell the inventory to client customers. Its solutions support direct-to-consumer (DTC), business-to-business (B2B) and retail sales channels. It markets its solutions as PFSweb’s End2End eCommerce solution.

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