--- schema_version: "secwatch.filing_event.v1" accession: "0001095315-23-000070" form_type: "8-K" ticker: null cik: "0001095315" company_name: "PFSWEB INC" filed_at: "2023-10-23T23:59:59+00:00" generated_at: "2026-06-09T16:13:37.405366+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # PFSweb acquired by GXO Logistics for $7.50/share; delisting from Nasdaq to follow ## Summary - 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. ## SEC filing metadata - accession: 0001095315-23-000070 - form_type: 8-K - cik: 0001095315 - company_name: PFSWEB INC - filed_at: 2023-10-23T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1095315/000109531523000070/0001095315-23-000070-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1095315/000109531523000070/pfsw-20231020.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001095315-23-000070 - JSON: https://secwatch.observer/filing/0001095315-23-000070.json - Plain text: https://secwatch.observer/filing/0001095315-23-000070.txt ## Key facts - Executive change Thomas J. Madden was terminated as Chief Financial Officer at PFSWEB INC. - Action: terminated - Role: Chief Financial Officer source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1095315/000109531523000070/0001095315-23-000070-index.htm - Executive change Zeeshan Naqvi was appointed as President and Treasurer at PFSWEB INC. - Action: appointed - Role: President and Treasurer source text: 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). evidence_url: https://www.sec.gov/Archives/edgar/data/1095315/000109531523000070/0001095315-23-000070-index.htm - Executive change G. Mercedes De Luca resigned as Director at PFSWEB INC. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1095315/000109531523000070/0001095315-23-000070-index.htm - Executive change David I. Beatson resigned as Director at PFSWEB INC. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1095315/000109531523000070/0001095315-23-000070-index.htm - Executive change Michael J. Willoughby was terminated as Chief Executive Officer at PFSWEB INC. - Action: terminated - Role: Chief Executive Officer source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1095315/000109531523000070/0001095315-23-000070-index.htm - Executive change Monica Luechtefeld resigned as Director at PFSWEB INC. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1095315/000109531523000070/0001095315-23-000070-index.htm - Executive change Robert Frankfurt resigned as Director at PFSWEB INC. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1095315/000109531523000070/0001095315-23-000070-index.htm - Executive change Karlis P. Kirsis was appointed as Director at PFSWEB INC. - Action: appointed - Role: Director source text: Effective immediately following these resignations, Karlis P. Kirsis and Zeeshan Naqvi became the directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1095315/000109531523000070/0001095315-23-000070-index.htm - Executive change Michael C. Willoughby resigned as Director at PFSWEB INC. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1095315/000109531523000070/0001095315-23-000070-index.htm - Executive change Karlis P. Kirsis was appointed as Vice President and Secretary at PFSWEB INC. - Action: appointed - Role: Vice President and Secretary source text: 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). evidence_url: https://www.sec.gov/Archives/edgar/data/1095315/000109531523000070/0001095315-23-000070-index.htm - Executive change Benjamin Rosenzweig resigned as Director at PFSWEB INC. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1095315/000109531523000070/0001095315-23-000070-index.htm - Executive change Zeeshan Naqvi was appointed as Director at PFSWEB INC. - Action: appointed - Role: Director source text: Effective immediately following these resignations, Karlis P. Kirsis and Zeeshan Naqvi became the directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1095315/000109531523000070/0001095315-23-000070-index.htm - Governance Changes PFSWEB INC: Bylaws amended and restated in their entirety at the Effective Time of the Merger. - Change: bylaw amendment source text: at the Effective Time, the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety. evidence_url: https://www.sec.gov/Archives/edgar/data/1095315/000109531523000070/0001095315-23-000070-index.htm - Governance Changes PFSWEB INC: Certificate of incorporation amended and restated in its entirety at the Effective Time of the Merger. - Change: charter amendment source text: at the Effective Time, the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety. evidence_url: https://www.sec.gov/Archives/edgar/data/1095315/000109531523000070/0001095315-23-000070-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1095315/000109531523000070/0001095315-23-000070-index.htm - Material Agreements 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 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1095315/000109531523000070/0001095315-23-000070-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.