8-K
filed October 23, 2023, 7:59 PM ET
CIK 0001095315
M&A
confidence high
sentiment neutral
materiality 1.00
PFSWEB INC: M&A transaction — PFSweb acquired by GXO Logistics for $7.50/share; delisting from Nasdaq to follow
PFSWEB INC
- Aggregate consideration ~$170.8M; each share converted to $7.50 cash without interest.
- Tender offer expired Oct 20, 2023; 19.8M shares tendered (86.9% of outstanding); merger completed Oct 23 under DGCL 251(h).
- All directors resigned; Kirsis and Naqvi appointed; CEO Willoughby and CFO Madden terminated with severance.
- Company requests delisting from Nasdaq and deregistration under Exchange Act.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Thomas J. Madden was terminated as Chief Financial Officer at PFSWEB INC.
- Action
- terminated
- Role
- Chief Financial Officer
Exact text from the filing
In addition, as of Effective Time, each of the Company’s Chief Executive Officer Michael J. Willoughby and the Company’s Chief Financial Officer, Thomas J. Madden terminated employment for good reason and became entitled to the severance and change in control benefits contemplated by their existing compensation arrangements with the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Zeeshan Naqvi was appointed as President and Treasurer at PFSWEB INC.
- Action
- appointed
- Role
- President and Treasurer
Exact text from the filing
From and after the Effective Time, the officers of the Company are as follows: Zeeshan Naqvi, 47 (President and Treasurer), and Karlis P. Kirsis (Vice President and Secretary).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
G. Mercedes De Luca resigned as Director at PFSWEB INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
At the Effective Time, each of David I. Beatson, Robert Frankfurt, G. Mercedes De Luca, Monica Luechtefeld, Benjamin Rosenzweig and Michael C. Willoughby resigned and ceased to be directors of the Company and members of any committee of the Company’s Board of Directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David I. Beatson resigned as Director at PFSWEB INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
At the Effective Time, each of David I. Beatson, Robert Frankfurt, G. Mercedes De Luca, Monica Luechtefeld, Benjamin Rosenzweig and Michael C. Willoughby resigned and ceased to be directors of the Company and members of any committee of the Company’s Board of Directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael J. Willoughby was terminated as Chief Executive Officer at PFSWEB INC.
- Action
- terminated
- Role
- Chief Executive Officer
Exact text from the filing
In addition, as of Effective Time, each of the Company’s Chief Executive Officer Michael J. Willoughby and the Company’s Chief Financial Officer, Thomas J. Madden terminated employment for good reason and became entitled to the severance and change in control benefits contemplated by their existing compensation arrangements with the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Monica Luechtefeld resigned as Director at PFSWEB INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
At the Effective Time, each of David I. Beatson, Robert Frankfurt, G. Mercedes De Luca, Monica Luechtefeld, Benjamin Rosenzweig and Michael C. Willoughby resigned and ceased to be directors of the Company and members of any committee of the Company’s Board of Directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robert Frankfurt resigned as Director at PFSWEB INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
At the Effective Time, each of David I. Beatson, Robert Frankfurt, G. Mercedes De Luca, Monica Luechtefeld, Benjamin Rosenzweig and Michael C. Willoughby resigned and ceased to be directors of the Company and members of any committee of the Company’s Board of Directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Karlis P. Kirsis was appointed as Director at PFSWEB INC.
- Action
- appointed
- Role
- Director
Exact text from the filing
Effective immediately following these resignations, Karlis P. Kirsis and Zeeshan Naqvi became the directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael C. Willoughby resigned as Director at PFSWEB INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
At the Effective Time, each of David I. Beatson, Robert Frankfurt, G. Mercedes De Luca, Monica Luechtefeld, Benjamin Rosenzweig and Michael C. Willoughby resigned and ceased to be directors of the Company and members of any committee of the Company’s Board of Directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Karlis P. Kirsis was appointed as Vice President and Secretary at PFSWEB INC.
- Action
- appointed
- Role
- Vice President and Secretary
Exact text from the filing
From and after the Effective Time, the officers of the Company are as follows: Zeeshan Naqvi, 47 (President and Treasurer), and Karlis P. Kirsis (Vice President and Secretary).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Benjamin Rosenzweig resigned as Director at PFSWEB INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
At the Effective Time, each of David I. Beatson, Robert Frankfurt, G. Mercedes De Luca, Monica Luechtefeld, Benjamin Rosenzweig and Michael C. Willoughby resigned and ceased to be directors of the Company and members of any committee of the Company’s Board of Directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Zeeshan Naqvi was appointed as Director at PFSWEB INC.
- Action
- appointed
- Role
- Director
Exact text from the filing
Effective immediately following these resignations, Karlis P. Kirsis and Zeeshan Naqvi became the directors of the Company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
PFSWEB INC: Bylaws amended and restated in their entirety at the Effective Time of the Merger.
- Change
- bylaw amendment
Exact text from the filing
at the Effective Time, the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
PFSWEB INC: Certificate of incorporation amended and restated in its entirety at the Effective Time of the Merger.
- Change
- charter amendment
Exact text from the filing
at the Effective Time, the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
PFSWEB INC underwent a change of control involving GXO Logistics, Inc. for $7.50 per Share in cash (closed 2023-10-23).
- Action
- change of control
- Counterparty
- GXO Logistics, Inc.
- Consideration
- $7.50 per Share in cash
- Closing
- 2023-10-23
Exact text from the filing
the “Shares”) (other than Shares held by Parent, Merger Sub, the Company or any of their respective subsidiaries as treasury stock or otherwise) at a price per Share of $7.50, in cash, without interest and less any applicable withholding taxes (the “Offer Price”). The Offer expired at the end of the day, 12:00 midnight, New York City time, on October
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
PFSWEB INC amended Rights Agreement Amendment No. 12 with Computershare Inc. valued at Amendment No. 12 to Rights Agreement accelerating final expiration date to 11:59 p.m. on October 20, (effective 2023-10-20).
- Action
- amendment
- Counterparty
- Computershare Inc.
- Value
- Amendment No. 12 to Rights Agreement accelerating final expiration date to 11:59 p.m. on October 20,
- Effective
- 2023-10-20
Exact text from the filing
On October 20, 2023, the Company and Computershare Inc., successor in interest to Computershare Shareowner Services LLC (formerly known as Mellon Investor Services LLC), a Delaware corporation, as successor to ChaseMellon Shareholder Services, L.L.C., a New Jersey limited liability company, as rights agent, entered into Amendment No. 12 (the “Amendment”) to the Company’s Rights Agreement, as amended (the “Rights Agreement”).
View on SEC.gov
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