<PAGE>   1


            As filed with the Securities and Exchange Commission on May 21, 2001
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              --------------------

                                   SCHEDULE TO
                                  (Rule 13e-4)
            TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                                (Amendment No. 1)

                              --------------------

                                  PFSWEB, INC.
         (Name of Subject Company (Issuer) and Filing Person (Offeror))

                              --------------------

          Options to Purchase Common Stock, $.001 Par Value Per Share,
             Having an Exercise Price of $4.00 Per Share or Greater
                         (Title of Class of Securities)

                                ----------------

                                    717098107
                      (CUSIP Number of Class of Securities)
                            (Underlying Common Stock)

                                ----------------

                                 Mark C. Layton
                      Chairman and Chief Executive Officer
                                  PFSweb, Inc.
                          500 North Central Expressway
                               Plano, Texas 75074
                                 (972) 881-2900
                     (Name, address and telephone number of
                          person authorized to receive
                          notices and communications on
                            behalf of filing person)

                                    Copy to:
                             Morris Bienenfeld, Esq.
                              Wolff & Samson, P.A.
                               5 Becker Farm Road
                           Roseland, New Jersey 07068
                                 (973) 533-6532

                            CALCULATION OF FILING FEE

================================================================================


<TABLE>
<CAPTION>
                  Transaction valuation*                                     Amount of filing fee **
                  ----------------------                                     -----------------------
<S>                                                          <C> 
                        $2,223,214                                                     $445
</TABLE>




<PAGE>   2


================================================================================
* Calculated solely for purposes of determining the filing fee. This amount
assumes that options to purchase 3,756,126 shares of common stock of PFSweb,
Inc. having an aggregate value of $2,223,214 as of April 27, 2001 will be
exchanged and/or cancelled pursuant to this offer. The aggregate value of such
options was calculated based on the Black-Scholes option pricing model. The
amount of the filing fee, calculated in accordance with Rule 0-11(b) of the
Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the
value of the transaction.

**  Previously paid
================================================================================

 [ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.

Amount Previously Paid: Not applicable.
Form or Registration No.: Not applicable.
Filing party: Not applicable.
Date filed: Not applicable.

[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:

[ ] third party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer. [ ]



                                       2

<PAGE>   3


PFSweb, Inc. hereby amends the Schedule TO-I filed on April 30, 2001 (SEC File
No. 5-59323) by adding certain summary financial information and by revising the
safe harbor for forward looking statements, in each case, as set forth in the
Supplemental Letter to Eligible Option Holders filed herewith as Exhibit (a)(9)
and incorporated herein.

ITEM 12. EXHIBITS.

         (*)(a) (1) Form of cover letter to Eligible Option Holders.

         (*)(a) (2) Offer to Exchange, dated April 30, 2001.

         (*)(a) (3) Form of Letter of Transmittal to Eligible Option Holders.

         (a) (4) PFSweb, Inc. Annual Report on Form 10-K for its fiscal year
ended March 31, 2000, filed with the Securities and Exchange Commission on June
29, 2000 and incorporated herein by reference.

         (a) (5) PFSweb, Inc. Quarterly Report on Form 10-Q for its fiscal
quarter and nine months ended December 31, 2000, filed with the Securities and
Exchange Commission on February 14, 2001 and incorporated herein by reference.

         (a) (6) PFSweb, Inc. 1999 Employee Stock Option Plan is incorporated
herein by reference to Exhibit 10.2 to the Company's Registration Statement on
Form S-1 (File No. 333-87675).

         (a) (7) PFSweb, Inc. Current Report on Form 8-K relating to its receipt
of a delisting notice from The Nasdaq National Market on April 10, 2001, filed
with the Securities and Exchange Commission on April 13, 2001 and incorporated
herein by reference.

          (a)(8) PFSweb, Inc. Current Report on Form 8-K relating to its receipt
of a notice dated April 30, 2001 rescinding the delisting notice from The Nasdaq
National Market, filed with the Securities and Exchange Commission on April 30,
2001 and incorporated herein by reference.

         (a) (9) Form of Supplemental Letter to Eligible Option Holders

         (b)  Not applicable.

         (d)  Not applicable.

         (g)  Not applicable.

         (h)  Not applicable.

         ----------
         (*) Previously filed


                                       3

<PAGE>   4


                                    SIGNATURE

         After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Schedule TO is true, complete and
correct.

                                           PFSWEB, INC.



                                           By: /s/ THOMAS J. MADDEN
                                              ----------------------------------
                                           Name: Thomas J. Madden
                                           Title: Executive Vice President and
                                                    Chief Financial and
                                                     Accounting Officer


Date: May 21, 2001


                                       4

<PAGE>   5


                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit
Number                          Description
-------                         -----------
<S>         <C>
(a) (1)(*)  Form of cover letter to Eligible Option Holders.

(a) (2)(*)  Offer to Exchange, dated April 30, 2001.

(a) (3)(*)  Form of Letter of Transmittal to Eligible Option Holders.

(a) (4)     PFSweb, Inc. Annual Report on Form 10-K for its fiscal year ended
March 31, 2000, filed with the Securities and Exchange Commission on June 29,
2000 and incorporated herein by reference.

(a) (5)     PFSweb, Inc. Quarterly Report on Form 10-Q for its fiscal quarter
and nine months ended December 31, 2000, filed with the Securities and Exchange
Commission on February 14, 2001 and incorporated herein by reference.

(a) (6)     PFSweb, Inc. 1999 Employee Stock Option Plan is incorporated herein
by reference to Exhibit 10.2 to the Company's Registration Statement on Form S-1
(File No. 333-87675).

(a) (7)     PFSweb, Inc. Current Report on Form 8-K relating to its receipt of a
delisting notice from The Nasdaq National Market on April 10, 2001, filed with
the Securities and Exchange Commission on April 13, 2001 and incorporated herein
by reference.

(a)(8)      PFSweb, Inc. Current Report on Form 8-K relating to its receipt of a
notice dated April 30, 2001 rescinding the delisting notice from The Nasdaq
National Market, filed with the Securities and Exchange Commission on April 30,
2001 and incorporated herein by reference.

(a)(9)      Form of Supplemental Letter to Eligible Option Holders
</TABLE>


----------
(*) Previously filed.


                                       5






<PAGE>   1


                                                                  EXHIBIT (a)(9)


To:  PFSweb employees who are eligible option holders
From : Mark C. Layton / Chairman, CEO and Sr. Partner of PFSweb, Inc.
Date: May 21, 2001

Dear Team:

         To assist you in determining whether you wish to participate in the
Offer to Exchange dated April 30, 2001, we are attaching certain summary
financial information concerning PFSweb, Inc. You should consider the
information contained in the Offer to Exchange, as well as the summary financial
information attached to this letter which supplements Section 16 (Additional
Information) of the Offer to Exchange, in deciding to participate in, or to
withdraw your participation in, our option exchange program. You should also
consider our other publicly available disclosure documents filed with the SEC
and incorporated in the Offer to Exchange in making your decision.

         Please note that Section 17 (Miscellaneous) of the Offer to Exchange is
modified to state that the safe harbor for forward looking statements under the
Private Securities Litigation Reform Act of 1995 does not apply to statements
made in connection with the Offer to Exchange.

         Please remember that the deadline for electing to participate in, and
for withdrawing your previous election
 to participate in, the Offer to Exchange
is 5:00 p.m. Central time on May 29, 2001 (unless extended by us in accordance
with the Offer to Exchange).

         If you have any questions, please call Harvey Achatz in Plano at
888-330-5504 x 2130.





<PAGE>   2


                         Summary Financial Information

The following table presents summary financial data for PFSweb. The data
presented in this table has been derived from the Company's Form 10-K for the
year ended March 31, 2000 and the Company's Form 10-Q for the nine months ended
December 31, 2000.


<TABLE>
<CAPTION>
                                                                 As of                    As of
                                                             March 31, 2000         December 31, 2000
                                                             --------------         -----------------
                                                               (in thousands, except per share data)
<S>                                                             <C>                     <C>
Balance Sheet Data:
Current assets                                                   $ 38,322                $ 36,394
Noncurrent assets                                                  22,083                  21,299
Current liabilities                                                10,348                  15,111
Noncurrent liabilities                                              2,407                   3,572
Shareholders' equity                                               47,650                  39,010
Book value per share                                             $   2.67                $   2.18
</TABLE>



 

<TABLE>
<CAPTION>
                                                 Fiscal Years Ended     Unaudited Nine Months
                                                      March 31,           Ended December 31,
                                                 -------------------    ----------------------
                                                   1999       2000        1999         2000
                                                 --------    -------    ---------    ---------
                                                     (in thousands, except per share data)
<S>                                              <C>         <C>        <C>          <C>
Statement of Operations Data:
  Revenues:
     Product revenue.........................    $ 93,702    $55,778     $55,778      $    --
     Service fee revenue.....................       7,547     30,829      17,872       38,817
                                                 --------    -------     -------      -------
          Total revenues.....................     101,249     86,607      73,650       38,817
                                                 --------    -------     -------      -------
  Gross profit...............................       7,591     10,493       6,341       11,436
  Income (loss) from operations..............         880     (7,271)     (6,123)      (9,408)
  Net income (loss)..........................    $    292    $(5,939)    $(5,550)     $(8,564)
                                                 ========    =======     =======      =======
  Per Share Data:
  Net income (loss) per share:
     Basic and diluted.......................    $   0.02    $ (0.38)    $ (0.38)     $ (0.48)
                                                 ========    =======     =======      =======
  Weighted average number of shares 
    outstanding:
     Basic and diluted.......................      14,305     15,479      14,687       17,870
</TABLE>