<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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): October 25, 2002


                                  PFSWEB, INC.
             (Exact name of registrant as specified in its charter)


          DELAWARE                     000-28275               75-2837058
(State or other jurisdiction of     (Commission File        (I.R.S. Employer
       incorporation)                   Number)           Identification Number)


500 NORTH CENTRAL EXPRESSWAY, PLANO, TX                           75074
(Address of principal executive offices)                        (Zip Code)

       Registrant's telephone number, including area code: (972) 881-2900

                                      NONE
          (Former name or former address, if changed since last report)




<PAGE>





ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS

         On October 25, 2002, Priority Fulfillment Services, Inc. ("PFS"), a
wholly-owned subsidiary of PFSweb, Inc., purchased from Inventory Financing
Partners, LLC ("IFP") a 51% membership interest in Business Supplies
Distributors Holdings, LLC ("Holdings") for a purchase price of $331,758. Prior
to the transaction, PFS owned 49% of the membership interests in Holdings, and
PFS and IFP were the only members thereof and were parties to the Holdings
Operating Agreement. As a result of the transaction, PFS owns 100% of the
membership interests in Holdings and is the sole member thereof. The purchase
price was paid in cash from PFS' cash on hand. IFP is a limited liability
company controlled by Mike Hecomovich and Joe Farrell and whose non-voting
members holding a minority interest include the following officers and directors
of PFSweb: Mark Layton, Tom Madden, Steve Graham, Tim Murray, Bruce McClung and
Cindy Almond.

         As the result of the transaction, PFS controls Holdings' wholly-owned
subsidiaries, Supplies Distributors, Inc., Supplies Distributors of Canada,
Inc., Business Supplies Distributors Europe B.V. and Supplies Distributors, S.A.
(collectively, "Supplies Distributors"). Supplies Distributors is an
international distributor of IBM printing supplies and other products.

         The transaction will be accounted for as a purchase under Statement of
Financial Accounting Standards No. 141 and will result in the consolidation of
Holdings' accounts with those of PFS. Prior to this acquisition, PFS had
accounted for its 49% interest in Holdings using the modified equity method of
accounting.


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

         (a) Financial Statements of Business Acquired.

         Historical consolidated financial statements for Business Supplies
Distributors Holdings, LLC will be provided by amendment to this Current Report
on Form 8-K within 60 days of the date that this report is required to be filed.

         (b) Pro Forma Financial Information.

         Pro forma financial information reflecting the consolidation of the
results of Business Supplies Distributors Holdings, LLC will be provided by
amendment to this Current Report on Form 8-K within 60 days of the date that 
this report is required to be filed.

         (c) Exhibits.

         Exhibit 2.1 - Assignment of Membership Interest between Inventory
Financing Partners, LLC and Priority Fulfillment Services, Inc.





<PAGE>



                                    SIGNATURE


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                           PFSweb, Inc.



Dated: November 12, 2002                   By: /s/ THOMAS J. MADDEN
                                               --------------------------------
                                               Thomas J. Madden
                                               Executive Vice President, Chief
                                               Financial and Accounting Officer




<PAGE>



                                INDEX TO EXHIBITS





<Table>
<Caption>
EXHIBIT
NUMBER            DESCRIPTION
<S>               <C>
2.1  -            Assignment of Membership Interest between Inventory Financing
                  Partners, LLC and Priority Fulfillment Services, Inc.
</Table>









<PAGE>
                                                                     EXHIBIT 2.1

                        ASSIGNMENT OF MEMBERSHIP INTEREST


         THIS ASSIGNMENT OF MEMBERSHIP INTEREST is dated as of October 1, 2002
(the "Effective Date"), by and between INVENTORY FINANCING PARTNERS, LLC (the
"Assignor") and PRIORITY FULFILLMENT SERVICES, INC. (the "Assignee").

                                   WITNESSETH:

         WHEREAS, the Assignor is the record and beneficial owner of a 51%
membership interest (the "LLC Interest") in BUSINESS SUPPLIES DISTRIBUTORS
HOLDINGS, LLC, a Delaware limited liability company (the "Company"); and

         WHEREAS, the Assignor has agreed to convey, transfer and assign to the
Assignee the LLC Interest; and

         WHEREAS, the Assignor desires to sell, convey, transfer and assign to
the Assignee the Assignor's right, title and interest in and to all of the LLC
Interest in accordance with the terms and provisions of this Assignment;

         NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and promises contained herein, the parties hereto agree as follows:

         1. Assignment. The Assignor by these presents does hereby convey,
transfer and assign to the Assignee, its legal representatives, successors and
assigns, free and clear of all liens, claims and encumbrances, all of the
Assignor's right, title and interest in, to and under, any and all equity
 or
ownership interest, right or privilege in the Company, including without
limitation, all of the Assignor's right, title and interest in and to the LLC
Interest, effective as of the Effective Date.

         TO HAVE AND TO HOLD the LLC Interest unto the Assignee, its legal
representatives, successors and assigns forever.

         2. Purchase Price. In consideration for the sale, transfer, conveyance
and assignment of the LLC Interest, the Assignee shall pay to the Assignor the
sum of $331,758.

         3. Power of Attorney. Assignor hereby irrevocably constitutes and
appoints Assignee, and any of its officers or employees thereof, with full power
of substitution, as its true and lawful attorney-in-fact with full irrevocable
power and authority in the place and stead of Assignor and in the name of
Assignor or its own name, for the purpose of carrying out all actions as may be
necessary to effectuate the transfer and assignment of the LLC Interest to
Assignee hereunder and Assignee's ownership of the LLC Interest thereof, and to
take any other appropriate action and to execute any and all documents and
instruments which may be necessary or desirable to accomplish the purposes of
this Agreement and,






<PAGE>

without limiting the generality of the foregoing, Assignor hereby gives Assignee
the power and right, on behalf of Assignor, without notice to or assent by
Assignor, to do the following:

               (i) to commence and prosecute any suits, actions or proceedings
at law or in equity in any court of competent jurisdiction relating to or
arising out of the transfer and assignment of the LLC Interest to Assignee
hereunder,

               (ii) to enforce any other right in respect thereof, to defend any
suit, action or proceeding brought against Assignee or Assignor with respect
thereto,

               (iii) to settle, compromise or adjust any suit, action or
proceeding described above and, in connection therewith, to give such discharges
or releases as Assignee deems appropriate, and

               (iv) to take any other action or proceeding in any court of law
or equity otherwise deemed appropriate by Assignee for the purpose of
effectuating or enforcing the transfer and assignment of the LLC Interest to
Assignee hereunder or Assignee's benefits under the LLC Interest;

            Assignor hereby ratifies all that said attorneys shall lawfully do
or cause to be done by virtue hereof. This power of attorney is a power coupled
with an interest and shall be irrevocable. The powers conferred on Assignee, or
any of its officers or employees hereunder are solely to protect the interests
of Assignee in effectuating or enforcing the transfer and assignment of the LLC
Interest hereunder and shall not impose any duty upon it to exercise any such
powers. Assignee and its officers, employees or agents shall not be responsible
to Assignor for any act or failure to act, except for its gross negligence or
willful misconduct.

         4. Consents. This Assignment shall be subject to any and all required
consents and approvals of all governmental authorities and third parties having
the legal or contractual right to consent or withhold consent hereto, and the
transactions described herein shall not be deemed effective in the event any
such required consent or approval shall not be obtained or granted.

         5. Binding Nature. This Assignment shall be binding upon and shall
inure to the benefit of the Assignor and the Assignee and their respective
heirs, legal representatives, successors and assigns.

         6. Governing Law. The Assignment shall be governed by and construed and
interpreted in accordance with the laws of the State of Delaware.



                            [signature page follows]


<PAGE>



         IN WITNESS WHEREOF, the undersigned has duly executed this Assignment
of Membership Interest as of the date first above written, effective as of the
Effective Date.

                                      ASSIGNOR:

                                      INVENTORY FINANCING PARTNERS, LLC


                                      By:  /s/ Joe Farrell
                                           ------------------------------------
                                           Joe Farrell, Manager


                                      ASSIGNEE:

                                      PRIORITY FULFILLMENT SERVICES, INC.



                                      By:  /s/ Tom Madden
                                           ------------------------------------
                                           Tom Madden, Executive Vice President