UNITED STATES

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):
May 25, 2004

 

DIGITAL RIVER, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

 

000-24643

 

41-1901640

(State or other jurisdiction
of incorporation)

 

(Commission File
Number)

 

(IRS Employer
Identification No.)

 

9625 West 76th Street, Suite 150, Eden Prairie, Minnesota 55344

(Address of principal executive offices)  (Zip Code)

 

(952) 253-1234

(Registrant's telephone number, including area code)

 

 

 

Item 5. Other Events

 

On May 25, 2004, Digital River, Inc. (the “Company”) announced its intention to sell, subject to market and other conditions, $175 million of Convertible Senior Notes due 2024 in a private, unregistered offering. The Company expects to grant the initial purchaser a 90-day option to purchase up to an additional $20 million principal amount of the notes. The full text of the press release relating to the notes is attached hereto as Exhibit 99.1.

 

Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits

 

(c) Exhibits

 

Exhibit No.

 

Description

99.1

 

Press Release titled “Digital River Announces Offering of Convertible Senior Notes” dated as of May 25, 2004

 

 

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.

 

 

DIGITAL RIVER, INC.

 

 

 

 

 

/s/ Carter D. Hicks

 

Carter D. Hicks

 

Chief Financial Officer

Date:  May 25, 2004 

 

 

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Exhibit Index

 

Exhibit No.

 

Description

99.1

 

Press Release titled “Digital River Announces Offering of Convertible Senior Notes” dated as of May 25, 2004

 

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