1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A 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) DELAWARE 75-2837058 -------------------------- ------------------------------- (STATE OF INCORPORATION OR (I.R.S. EMPLOYER IDENTIFICATION ORGANIZATION) NUMBER) 500 NORTH CENTRAL EXPRESSWAY PLANO, TEXAS 75074 ------------------------------- --------- (ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE) OFFICES) SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED NONE N/A ------------------- ------------------------------- 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 ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS FORM RELATES: 333-87657 (IF APPLICABLE) --------- SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK, PAR VALUE $.001 PER SHARE ---------------------------------------- (TITLE OF CLASS)
2 INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. Description of Registrant's Securities to be Registered. A description of the Registrant's common stock, par value $.001 per share, to be registered hereby is contained in the section entitled "Description of Capital Stock" in the Registrant's Form S-1 Registration Statement, filed with the Securities and Exchange Commission on September 23, 1999 (Registration No. 333-87657), as amended, pursuant to the Securities Act of 1933, as amended (the "S-1 Registration Statement"), and such information is incorporated herein by reference. ITEM 2. Exhibits. Exhibit No. Exhibit 1. Amended and Restated Articles of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.1 to the S-1 Registration Statement). 2. Amended and Restated Bylaws of the Registrant (Incorporated by reference to Exhibit 3.2 to the S-1 Registration Statement). 3. Form of Common Stock Certificate of the Company (Incorporated by reference to Exhibit 4.1 to the S-1 Registration Statement). [Signature Page Follows]
3 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. PFSWEB, INC. By: /s/ Thomas J. Madden ------------------------------------------ Thomas J. Madden Vice President and Chief Financial Officer Date: November 24, 1999