e425
Filed by PFSweb, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject to Company: eCost.com, Inc.
Commission File Number: 000-50887
Contact: Lewis Goldberg / Todd Fromer
KCSA Worldwide
212.896.1216 / 212.896.1215
lgoldberg@kcsa.com / tfromer@kcsa.com
PFSweb Adjourns Special Stockholder Meetings
Until January 24, 2006
Shareholders Vote Overwhelming For Merger with eCOST.com;
Management Urges Remaining Shareholders to Cast Vote
Plano, Texas, January 23, 2006 PFSweb, Inc. (Nasdaq: PFSW), a global provider of integrated
business process outsourcing (BPO) solutions, announced today the Companys Special Meeting of
Stockholders was adjourned and the vote postponed until Tuesday, January 24, 2006 to provide PFSweb
shareholders additional time to submit their proxies. PFSweb management urges all shareholders of
record to please vote their shares.
Shareholders that have submitted their proxies to date have voted overwhelmingly for all of the
proposals, which would approve the issuance of PFSweb common stock pursuant to the companys
definitive merger agreement with eCOST.com (Nasdaq: ECST), leading online discount retailer.
Non-objecting beneficial shareholders (NOBO) of PFSweb as of December 21, 2005 who have not voted
should contact Mellon Investor Services at 1-800-814-0304 to cast their vote directly. In addition,
shareholders of record as of December 21, 2005 who have not received or cannot locate their proxy
should call Tom Madden, CFO of PFSweb, at 972-881-2900 x6450. Valid proxies submitted by PFSweb
shareholders prior to the January 23, 2006 meeting will continue to be valid for purposes of the
reconvened meeting to be held January 24, 2006.
Shareholders for eCOST.com approved the definitive merger agreement with PFSweb at a separate
Special Meetings of Stockholders held today, January 23, 2006.
About PFSweb, Inc.
PFSweb develops and deploys integrated business infrastructure solutions and fulfillment services
for Fortune 1000, Global 2000 and brand name companies, including third party logistics, call
center support and e-commerce services. The company serves a multitude of industries and company
types, including such clients as Adaptec (Nasdaq:ADPT), CHiASSO, FLAVIA® Beverage Systems,
Hewlett-Packard (NYSE:HPQ), International Business Machines (NYSE:IBM), Nokia (NYSE:NOK), Pfizer,
Inc. (NYSE:PFE),
Raytheon Aircraft Company, Rene Furterer USA, Roots, Inc., Smithsonian Institution
and Xerox (NYSE:XRX).
To find out more about PFSweb, Inc. (NASDAQ: PFSW), visit our website at www.pfsweb.com.
The matters discussed during the interview and, in particular, information regarding the
merger, consist of forward-looking information under the Private Securities Litigation Reform Act
of 1995 and is subject to and involve risks and uncertainties, which could cause actual results to
differ materially from the forward-looking information. PFSweb has recently filed a Registration
Statement on Form S-4 which identifies certain factors that could cause actual results to differ
materially from those projected in any forward looking statements made and investors are advised to
review the Registration Statement and the Risk Factors described therein. Neither PFSweb nor eCOST
undertakes any obligation to update publicly any forward-looking statement for any reason, even if
new information becomes available or other events occur in the future. There may be additional
risks that we do not currently view as material or that are not presently known.
ADDITIONAL INFORMATION
The S-4 Registration Statement filed by PFSweb contains a joint proxy statement for the PFSweb and
eCOST stockholder meetings and a prospectus for the PFSweb common stock to be offered to eCOSTs
shareholders in connection with the Merger. Investors and shareholders are urged to read the
registration statement carefully because it includes various risk factors and other important
information about the Merger. Stockholders may obtain a free-of-charge copy of the registration
statement, any proxy statement and other relevant documents filed with the SEC from the SECs
website at www.sec.gov. Stockholders will also be able to obtain a free-of-charge copy of the proxy
statement and other relevant documents by directing a request by mail or telephone to either (i)
PFSweb, Inc., 500 North Central Expressway, Suite 500, Plano, Texas 75074 Attention: Corporate
Secretary, Telephone: (972) 881-4044, or from PFSwebs website, www.pfsweb.com or (ii) eCOST, Inc.,
2555 West 190th Street, Suite 106, Torrance CA 90504 Attention: Corporate Secretary, Telephone:
(310) 225-5025, or from eCOSTs website, www.eCOST.com.
Each company and certain of its directors, executive officers and other members of management and
employees may, under the rules of the SEC, be deemed to be participants in the solicitation of
proxies from such companys stockholders in favor of the prospective merger. Information regarding
the persons who may be considered participants in the solicitation of proxies is set forth in the
Registration Statement that is filed with the SEC. Information regarding certain of these persons
and their beneficial ownership of the common stock of either company is also set forth in the
Schedule 14A filed by eCOST on May 27, 2005 with the SEC, and the Schedule 14A filed by PFSweb on
April 28, 2005 with the SEC.
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