1 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): February 26, 2001 PFSWEB, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-28275 75-2837058 (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification incorporation) 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)
2 Item 4. Changes in Registrant's Certifying Accountant (a) Previous independent accountants (i) On February 26, 2001, PFSweb, Inc. and Arthur Andersen LLP terminated their client-auditor relationship. (ii) The reports of Arthur Andersen LLP on the financial statements for the past two years contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. (iii) The Audit Committee of the Board of Directors of the Company approved the decision to change independent accountants. (iv) In connection with its audits for the two most recent fiscal years and through February 26, 2001, there have been no disagreements with Arthur Andersen LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Arthur Andersen LLP, would have caused them to make reference thereto in their report on the financial statements for such years. (v) During the two most recent fiscal years and through February 26, 2001, there have been no reportable events (as defined in Regulation S-K Item 304(a)(1)(v)). (vi) The Company has requested that Arthur Andersen LLP furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of such letter, dated March 2, 2001, is filed as Exhibit 16 hereto. (b) New independent accountants The Company appointed KPMG LLP as its new independent accountants as of February 26, 2001. Item 7. Exhibits (c) Exhibits. 16. Letter from Arthur Andersen LLP to the Securities and Exchange Commission regarding change in certifying accountant.
3 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: March 2, 2001 By: /s/ THOMAS J. MADDEN ------------------------------- Thomas J. Madden Executive Vice President, Chief Financial and Accounting Officer
4 EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT - ------ ------- 16 Letter from Arthur Andersen LLP to the Securities and Exchange Commission regarding change in certifying accountant.
1 EXHIBIT 16 Officer of the Chief Accountant Securities and Exchange Commission 450 Fifth Street Northwest Washington, D.C. 20549 March 2, 2001 Dear Sir/Madam: We have read paragraph (a) of item 4 included in the Form 8-K dated February 26, 2001 of PFSweb, Inc. to be filed with the Securities and Exchange Commission and are in agreement with the statements contained therein. Very truly yours, ARTHUR ANDERSEN LLP cc: Mr. Thomas J. Madden, Chief Financial Officer PFSweb, Inc.