Amended Securities Registration (section 12(g)) (8-a12g/a)
28 Giugno 2018 - 10:11PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-A/A
AMENDMENT NO. 8
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12 (b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PFSweb, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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75-2837058
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(State of incorporation or organization)
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(I.R.S. Employer Identification Number)
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505 Millennium Drive
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Allen, Texas
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75013
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(Address of principal executive offices)
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(Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which
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to be so
registered
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each class is to be
registered
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None
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N/A
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is
effective pursuant to General Instruction A.(c), please check the following box. [ ]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. [X]
Securities
to be registered pursuant to Section 12(g) of the Act:
RIGHTS TO PURCHASE SERIES A PREFERRED STOCK
(Title of class)
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, Amendment No. 2 thereto
filed on May 25, 2010, Amendment No. 3 thereto filed on July 6, 2010, Amendment No. 4 thereto filed on May 15, 2013, Amendment No. 5 thereto filed on May 31, 2013, Amendment No. 6 thereto filed on
June 19, 2015 and Amendment No. 7 thereto filed on July 30, 2015 (as amended, the Form
8-A).
Capitalized terms used herein and not otherwise defined have the meanings ascribed to
such terms in the Form
8-A.
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
thereof:
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 June 8, 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 30, 2015 (as amended, the Rights Agreement).
The Amendment amends Section 7(a) of the
Rights Agreement to extend the Final Expiration Date (as defined therein) from July 26, 2018 to 30 days following the Companys 2021 Annual Meeting, unless the continuation of the Rights Agreement is approved by the stockholders of the
Company at that meeting (with such amendments thereto, including any further amendment to said Section 7(a), as may be approved at such meeting).
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 Companys Proxy Statement dated
May 18, 2018 and incorporated herein.
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Exhibit
No.
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Exhibit
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1.
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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, 2000).
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2.
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Amendment No. 1 to Rights Agreement, dated as of May 28, 2008 between the Company and Mellon Investor Services LLC, as successor to ChaseMellon Shareholder Services, L.L.C., as rights agent. (Incorporated by reference to
Exhibit 4.1 to Form
8-K
filed by the Company on May 28, 2008).
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3.
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Amendment No. 2 to Rights Agreement, dated as of May 24, 2010 between the Company and Mellon Investor Services LLC, as successor to ChaseMellon Shareholder Services, L.L.C., as rights agent. (Incorporated by reference to
Exhibit 4.1 to Form
8-K
filed by the Company on May 25, 2010).
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4.
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Amendment No. 3 to Rights Agreement, dated as of July 2, 2010 between the Company and Mellon Investor Services LLC, as successor to ChaseMellon Shareholder Services, L.L.C., as rights agent. (Incorporated by reference to
Exhibit 4.1 to Form
8-K
filed by the Company on July 2, 2010).
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2
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5.
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Amendment No. 4 to Rights Agreement, dated as of May 15, 2013 between the Company and Computershare Shareowner Services LLC (formerly known as Mellon Investor Services LLC), as successor to ChaseMellon Shareholder
Services, L.L.C., as rights agent. (Incorporated by reference to Exhibit 4.1 to Form
8-K
filed by the Company on May 15, 2013).
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6.
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Amendment No. 5 to Rights Agreement, dated as of June 18, 2015 between 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. (Incorporated by reference to Exhibit 4.1 to Form
8-K
filed by the
Company on June 19, 2015).
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7.
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Amendment No. 6 to Rights Agreement, dated as of June 18, 2015 between 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. (Incorporated by reference to Exhibit 4.1 to Form
8-K
filed by the
Company on July 30, 2015).
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8.
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Amendment No. 7 to Rights Agreement, dated as of June 18, 2015 between 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. (Incorporated by reference to Exhibit 4.1 to Form
8-K
filed by the
Company on June 28, 2018).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly authorized.
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PFSWEB, INC.
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By:
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/s/ Thomas J. Madden
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Thomas J. Madden
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Executive Vice President and Chief Financial Officer
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Date: June 28, 2018
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