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1.
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Names of Reporting Persons.
transcosmos inc.
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2.
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
¨
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
WC
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of
Organization
Japan
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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
3,214,369
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
3,214,369
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,214,369
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12.
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Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by
Amount in Row (11)
19.99%
1
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14.
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Type of Reporting Person (See
Instructions)
CO
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1
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This percentage is calculated based upon 16,079,885 shares of the Issuers Common Stock outstanding, which is the sum of (i) 12,865,516 shares of the
Issuers Common Stock outstanding as of April 30, 2013, as represented by the Issuer in the Securities Purchase Agreement discussed in Items 3 and 4, and (ii) 3,214,369 shares of the Issuers Common Stock issued to the Reporting
Person pursuant to the Securities Purchase Agreement.
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1
Item 1. Security and Issuer
The class of securities to which this statement relates is the Common Stock, par value $0.001 per share (the Common Stock), of PFSweb, Inc., a Delaware corporation (the Issuer).
The principal executive office of the Issuer is located at 505 Millennium Drive, Allen, Texas 75013.
Item 2. Identity and Background
(a) This Statement is being filed by transcosmos inc., a Japanese corporation (the Reporting Person). The Reporting Person is
a business processing outsourcing company.
(b) The principal executive office of the Reporting Person is located at 21-25-18 Shibuya,
Shibuya-ku, Tokyo 150-8530, Japan.
(c) In accordance with the provisions of General Instruction C to Schedule 13D, the information required
by Item 2 of Schedule 13D with respect to each executive officer and director of the Reporting Person is set forth on Schedule I hereto and incorporated by reference herein.
(d) (e) During the last five years, neither the Reporting Person nor, to the Reporting Persons knowledge, any person named in Schedule I hereto has been (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) In accordance with the provisions of General Instruction C to Schedule 13D, the information required by Item 2 of Schedule 13D with respect to each executive officer and director of the Reporting
Person is set forth on Schedule I hereto and incorporated by reference herein.
Item 3. Source and Amount of Funds or Other
Consideration
Pursuant to the terms of that certain Securities Purchase Agreement by and between the Issuer and the Reporting Person,
dated May 15, 2013 (the Securities Purchase Agreement), the Reporting Person purchased, in a private placement, an aggregate of 3,214,369 shares of the Issuers Common Stock (the Shares), at a price of $4.57 per
share (the Financing). The Financing closed on May 15, 2013. The aggregate purchase price of the Shares acquired by the Reporting Person was $14.7 million. The funds used by the Reporting Person to acquire the Shares were obtained
from working capital.
Item 4. Purpose of Transaction
The Reporting Person purchased the Shares described herein for strategic and investment purposes with the aim of increasing the value of the Issuer and the Reporting Person.
The Issuer has agreed to appoint a representative of the Reporting Person to the Issuers Board of Directors as soon as practicable and nominate
such representative for election to the Issuers Board of Directors at the Issuers next annual meeting of stockholders.
Subject to
applicable legal requirements and compliance with certain standstill provisions set forth in the Securities Purchase Agreement, the Reporting Person may purchase up to 25% of the outstanding Common Stock of the Issuer from time to time in open
market or private transactions, depending on the Reporting Persons evaluation of the Issuers business, prospects and financial condition, the market for the Issuers securities, other developments concerning the Issuer, other
opportunities available to the Reporting Person and general market and economic conditions. In addition, the Issuer has granted the Reporting Person certain pre-emptive rights in connection with future issuances of the Issuers securities.
Except in connection with transactions approved by the Issuers Board of Directors or transfers to permitted transferees, the Reporting
Person may not transfer the Shares for a period of 24 months after the closing of the Financing.
Other than as described above in this
Item 4, the Reporting Person does not have any plan or proposal relating to or that would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an
extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any
change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies on the Board of Directors of the Issuer; (e) any material change
in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuers business or corporate structure; (g) any changes in the Issuers charter, by-laws or instruments corresponding thereto
or other actions which may impede the acquisition of control of the Issuer by any person; (h) a class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action
similar to those enumerated above.
2
Item 5. Interest in Securities of the Issuer
(a) As of this date of this filing, the Reporting Person beneficially owns 3,214,369 shares of the Issuers Common Stock, or approximately 19.99% of
the outstanding Common Stock of the Issuer. This percentage is calculated based upon 16,079,885 shares of the Issuers Common Stock outstanding, which is the sum of (i) 12,865,516 shares of the Issuers Common Stock outstanding as of
April 30, 2013, as represented by the Issuer in the Securities Purchase Agreement, and (ii) 3,214,369 shares of the Issuers Common Stock issued to the Reporting Person pursuant to the Securities Purchase Agreement.
(b)
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The Reporting Person has sole voting and dispositive power over the Shares.
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(c) The information provided in Item 3 is hereby incorporated by reference. There were no other transactions in the Common Stock by the Reporting Person in the 60 days prior to the date of the event
which requires the filing of this Schedule 13D.
(d) To the best knowledge of the Reporting Person, no other person is known to have the right
to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Registration Rights
In connection with
the Financing, the Issuer has entered into a registration rights agreement (the Registration Rights Agreement) with the Reporting Person. Under the Registration Rights Agreement, at any time after the second anniversary of the closing of
the Financing and on or prior to the fifth anniversary of the closing of the financing, upon receipt of a registration demand from the Reporting Person, the Issuer will use commercially reasonable efforts to prepare and file with the Securities and
Exchange Commission a registration statement under the Securities Act of 1933, as amended (the Securities Act), covering the resale from time to time of the shares of Common Stock sold in the Financing. The Issuer is required to use
commercially reasonable efforts to keep the registration statement effective for 180 days or, if earlier, until the distribution contemplated in the registration statement has been completed. The Issuer agreed to bear the expenses incurred in
complying with the Registration Rights Agreement. The Registration Rights Agreement also contains customary indemnification provisions. The foregoing description of the terms of the Registration Rights Agreement is intended as a summary only and is
qualified in its entirety by reference to the Registration Rights Agreement, which is filed as an exhibit to this Schedule 13D and incorporated herein.
Board Representation
Under the Securities Purchase Agreement, as long as the Reporting
Person continues to hold at least ten percent (10%) of the Issuers then outstanding shares of Common Stock, the Reporting Person shall have the right to designate one individual (the TCI Director) to serve on the board of
directors of the Issuer. The Initial TCI Director is Shinichi Nagakura. The foregoing description of the board representation rights contained in the Securities Purchase Agreement is intended as a summary only and is qualified in its entirety by
reference to the Securities Purchase Agreement, which is filed as an exhibit to this Schedule 13D and incorporated herein.
Lock-Up
Except in connection with transactions approved by the Issuers Board of Directors or transfers to permitted transferees, the
Reporting Person may not transfer the Shares for a period of 24 months after the closing of the Financing.
Item 7. Materials to be
Filed as Exhibits.
A. Securities Purchase Agreement dated May 15, 2013 between the Issuer and transcosmos, inc. (incorporated by
reference to Exhibit 10.1 to the Issuers Current Report on Form 8-K filed on May 15, 2013 (SEC File No. 000-28275)).
B.
Registration Rights Agreement dated May 15, 2013 between the Issuer and transcosmos, inc. (incorporated by reference to Exhibit 10.2 to the Issuers Current Report on Form 8-K filed on May 15, 2013 (SEC File No. 000-28275)).
3
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: May 24, 2013
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transcosmos inc.
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By:
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/s/ Masataka Okuda
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Name: Masataka Okuda
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Title: President & COO
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SCHEDULE I
EXECUTIVE OFFICERS AND EMPLOYEE DIRECTORS OF TRANSCOSMOS INC.
The name and present principal occupation of each of the executive officers and employee directors of the Reporting Person are set forth below. All individuals named in the table below are employed by the
Reporting Person. The principal executive office of the Reporting Person is located at 21-25-18 Shibuya, Shibuya-ku, Tokyo 150-8530, Japan.
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Name
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Principal Occupation or Employment
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Citizenship
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Koki Okuda
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Founder, Group CEO and director
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Japan
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Koji Funatsu
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Chairman & CEO and director
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Japan
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Masataka Okuda
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President & COO and director
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Japan
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Koichi Iwami
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Executive Vice President and director
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Japan
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Hiroyuki Mukai
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Senior Executive Managing Director and director
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Japan
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Masakatsu Moriyama
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Executive Managing Director
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Japan
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Shinichi Nagakura
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Executive Managing Director
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Japan
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Masaaki Muta
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Executive Managing Director
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Japan
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NON-EMPLOYEE DIRECTORS OF TRANSCOSMOS INC.
The name and present principal occupation of each of the non-employee directors of the Reporting Person are set forth below.
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Name
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Principal Occupation or Employment
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Name and Address of Organization
in Which Employed
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Citizenship
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Takeshi Natsuno
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n/a
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n/a
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Japan
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Jutaro Takinami
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n/a
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n/a
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Japan
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Nozomu Yoshida
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Director
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Takibi Co., Ltd.
Suite 902, 5-1-25 Minami Aoyama,
Minato-ku, Tokyo 107-0062
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Japan
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