UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
PFSweb, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
717098206
(CUSIP Number)
Privet Fund LP
Attn: Ryan Levenson
3280 Peachtree Rd NE
Suite 2670
Atlanta, GA 30305
With a copy to:
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Rick Miller
Bryan Cave LLP
1201 W. Peachtree St., 14th Floor
Atlanta, GA 30309
Tel: (404) 572-6600
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 27, 2013
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box .
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
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CUSIP No. 717098206
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Page 2 of 7 Pages
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1
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NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Privet Fund LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) þ
(b) ¨
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3
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SEC USE ONLY
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|||
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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| NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
1,220,362
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9
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SOLE DISPOSITIVE POWER
0
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|||
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10
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SHARED DISPOSITIVE POWER
1,220,362
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,220,362
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES þ
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
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14
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TYPE OF REPORTING PERSON
PN
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SCHEDULE 13D
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CUSIP No. 717098206
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Page 3 of 7 Pages
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1
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NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Privet Fund Management LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) þ
(b) ¨
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||
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC, AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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| NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
0
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||
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8
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SHARED VOTING POWER
1,343,428
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9
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SOLE DISPOSITIVE POWER
0
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|||
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10
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SHARED DISPOSITIVE POWER
1,343,428
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,343,428
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES þ
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|||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.5%
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14
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TYPE OF REPORTING PERSON
OO
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SCHEDULE 13D
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CUSIP No. 717098206
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Page 4 of 7 Pages
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1
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NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ryan Levenson
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) þ
(b) ¨
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||
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3
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SEC USE ONLY
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|||
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION United States
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| NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
0
|
||
|
8
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SHARED VOTING POWER
1,343,428
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|||
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9
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SOLE DISPOSITIVE POWER
0
|
|||
|
10
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SHARED DISPOSITIVE POWER
1,343,428
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|||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,343,428
|
|||
|
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
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|||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.5%
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14
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TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
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CUSIP No. 717098206
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Page 5 of 7 Pages
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Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission on January 10, 2013, as amended on January 31, 2013, as amended on March 13, 2013 and as amended March 26, 2013 (the “Schedule 13D”), with respect to the Common Stock, par value $0.001 per share (the “Common Stock”), of PFSweb Inc., a Delaware Corporation (the “Corporation” or the “Company”). Capitalized terms not otherwise defined herein are used as defined in the Schedule 13D. The Reporting Persons hereby amend and supplement the Schedule 13D as follows.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and restated in its entirety to read as follows:
The aggregate purchase price of the 1,343,428 shares of Common Stock beneficially owned by the Reporting Persons is approximately $4,126,708 not including brokerage commissions, which was funded with partnership funds of Privet Fund LP and with assets under separately managed accounts with Privet Fund Management LLC. Privet Fund LP effects purchases of securities primarily through margin accounts maintained for it with prime brokers, which may extend margin credit to it as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules, and the prime brokers’ credit policies.
Item 4. Purpose of Transaction.
Item 4 is hereby amended to add the following:
On April 5, 2013, Privet Fund LP delivered a letter to the independent members of the Board of Directors of the Company (the "Letter to Independent Directors"). The full text of the Letter to Independent Directors is filed as Exhibit 99.1 hereto.
Item 5. Interest in Securities of the Issuer.
Item 5 (a) is hereby amended and restated in its entirety to read as follows:
(a) As of the date of this filing, the Reporting Persons beneficially own 1,343,428 shares (the “Shares”), or approximately 10.5% of the outstanding Common Stock of the Corporation (calculated based on information included in the Form 10-K filed by the Corporation for the fiscal year ended December 31, 2012, which reported that 12,812,386 shares of Common Stock were outstanding as of March 28, 2013).
Item 7. Materials to be Filed as Exhibits.
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Exhibit 99.1
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Letter to Independent Directors
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SCHEDULE 13D
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CUSIP No. 717098206
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Page 6 of 7 Pages
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Signature
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
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Date: April 5, 2013
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PRIVET FUND LP
By: Privet Fund Management, LLC,
Its Managing Partner
By: /s/ Ryan Levenson
Name: Ryan Levenson
Its: Sole Manager
PRIVET FUND MANAGEMENT LLC
By: /s/ Ryan Levenson
Name: Ryan Levenson
Its: Sole Manager
/s/ Ryan Levenson
Ryan Levenson
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SCHEDULE 13D
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CUSIP No. 717098206
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Page 7 of 7 Pages
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SCHEDULE 1
Shares Acquired or Sold by the Reporting Persons in the Last 60 Days or Since Their Most Recent Schedule 13D Filing:
Unless otherwise indicated, all transactions were effected on the open market.
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1.
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Privet Fund LP
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Nature of Transaction (Purchase/Sale)
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Trade Date
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Number of Shares
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Price Per Share (1)
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3/27/2013
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Purchase
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91,032
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$3.7321
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2.
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Privet Fund Management LLC
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Nature of Transaction (Purchase/Sale)
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Trade Date
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Number of Shares
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Price Per Share (1)
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3/27/2013
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Purchase
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3,000
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$3.9899
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1 Not including any brokerage fees.
Exhibit 99.1
April 5, 2013
James F. Reilly
David I. Beatson
Timothy M. Murray
Dr. Neil W. Jacobs
PFSweb, Inc.
505 Millennium Drive
Allen, TX 75013
Dear Independent Directors of PFSweb, Inc.,
We note the governance and management changes that were announced in the middle of last week. We are gratified you saw fit to take action. However, many questions remain. Chiefly, why were these issues only addressed following our request for minority board representation when this group of directors has been in place for over 13 years? After years of inaction, shareholders have been given little reason to believe that the Board would have ever intervened on its own.
You have informed us that there is a “process” underway of reviewing our nomination (submitted in January) and evaluating multiple candidates with a goal of adding a sixth director. You have also informed us that the independent directors have retained both a prominent New York law firm and an executive search firm to advise you. We do not believe these to be prudent uses of shareholder resources, as we cannot support any director additions or other corporate actions until such time as we possess direct Board representation.
We do not understand your reticence to place a large shareholder onto the Board. We are long-term investors owning over 10% of PFSweb. Our sole aim is to improve all aspects of the Company, thereby creating substantial value for shareholders. We possess extensive experience actively partnering with our portfolio companies to enhance value for multiple stakeholders and do not enter this situation with pre-conceived notions or motives that would differ from other shareholders. We have often seen the introduction of a pervasive ownership mentality be transformative to a company that has previously languished. We are confident we can bring such an approach.
Having just returned from Allen after spending several hours with CEO Mike Willoughby and CFO Tom Madden, our belief in the potential of the Company has been reinforced. Further, as confirmed to us by our conversations with newly-appointed Chairman Jim Reilly, we all desire a Board that is uniquely qualified and capable of supporting and overseeing management. After the appointment of our nominee, we can work together to create such a Board.
Let us reach consensus and then move forward in support of the new Company leadership to create sustainable shareholder value. We hope there is an appetite for collaboration, as a potential proxy contest would be nothing more than a distracting and costly pathway to a similar outcome.
Best Regards,
Ben Rosenzweig and Ryan Levenson
Privet Fund Management LLC