As filed with the Securities and Exchange Commission on March 16, 2018.

Registration No. 333-            

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

 

PFSweb, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware75-2837058

 

(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)

505 Millennium Drive, Allen, Texas75013

 

(Address of Principal Executive Offices)(Zip Code)

2005 Employee Stock and Incentive Plan

 

(Full Title of the Plan)

THOMAS J. MADDEN

Chief Financial Officer

PFSweb, Inc.

505 Millennium Drive, Allen, Texas 75013

 

(Name and address of agent for service)

(972) 881-2900

 

(Telephone number, including area code, of agent for service)

 

Copies To:

Morris Bienenfeld, Esq.

Chiesa Shahinian & Giantomasi PC

One Boland Drive

West Orange, New Jersey 07052

(973) 530-2013

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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CALCULATION OF REGISTRATION FEE

 

 

 

 

 

 

 

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EXPLANATORY NOTE

PURSUANT TO GENERAL INSTRUCTION E

TO FORM S-8

 

This Registration Statement is being filed to increase the number of securities of the same class as other securities for which Registration Statements of the Registrant on Form S-8 relating to the same employee benefit plans is effective. All share numbers herein reflect the 4.7 to 1 reverse stock split effected in June 2008.

 

The Employee Plan amended and restated the PFSweb, Inc. 1999 Stock Option Plan under which 1,223,404 shares of PFSweb, Inc. common stock were registered on Form S-8 on June 23, 2000 (File No. 333-40020) and includes 531,915 shares of common stock registered on Form S-8 on September 21, 2005 (File No. 333-128486) and 1,200,000 shares of common stock registered on Form S-8 on February 18, 2010 (File No. 333-164973) and 1,700,000 shares of common stock registered on Form S-8 on January 23, 2015 (File No. 333-201675). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of such Registration Statements.

 

 

 

 

 

 

 

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PART II

 

INFORMATION REQUIRED IN REGISTRATION STATEMENT

 

Item 8. Exhibits.

 

The following are filed as exhibits to this registration statement.

 

ExhibitDescription

 

5Opinion of Chiesa Shahinian & Giantomasi PC, Counsel to the Company

 

23.1Consent of BDO USA, LLP

 

23.2Consent of Chiesa Shahinian & Giantomasi PC (included in Exhibit No. 5)

 

24Power of Attorney (included on the signature page)

 

 

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SIGNATURES

 

        Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Allen, State of Texas, on March 16, 2018.

 

PFSWEB, INC.

 

 

By:  /s/ Thomas J. Madden              

Thomas J. Madden, Vice President-

Finance

 

        Each person whose signature to this Registration Statement appears below hereby appoints Thomas J. Madden as his attorney-in-fact to sign on his behalf individually and in the capacity stated below and to file all amendments and post-effective amendments to this Registration Statement, and any and all instruments or documents filed as a part of or in connection with this Registration Statement or the amendments thereto, and the attorney-in-fact, or either of them, may make such changes and additions to this Registration Statement as the attorney-in-fact, or either of them, may deem necessary or appropriate.

 

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.