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 26, 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 26, 2004, Digital River, Inc. (the “Company”) previously announced that it had entered into an agreement for the sale of $175 million aggregate principal amount of Convertible Senior Notes due January 1, 2024 in a private, unregistered offering. The offering of the Notes closed on June 1, 2004, and the initial purchasers exercised in full their option to purchase up to an additional $20 million in aggregate principal amount of the Notes on June 30, 2004, which closed on July 6, 2004. The Notes are governed by an indenture, a copy of which is attached hereto as Exhibit 99.1. The Company also entered into a registration rights agreement with respect to the Notes and the underlying common stock, a copy of which is attached hereto as Exhibit 99.2.

 

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

 

(c) Exhibits

 

Exhibit No.

 

Description

99.1

 

Indenture dated as of June 1, 2004 between Digital River, Inc. and Wells Fargo Bank, National Association, as trustee, including therein the form of the note.

99.2

 

Registration Rights Agreement dated as of June 1, 2004 between Digital River, Inc. and the initial purchasers.

 

 

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:  July 13, 2004

 

 

 

2

 

Exhibit Index

 

Exhibit No.

 

Description

99.1

 

Indenture dated as of June 1, 2004 between Digital River, Inc. and Wells Fargo Bank, National Association, as trustee, including therein the form of the note.

99.2

 

Registration Rights Agreement dated as of June 1, 2004 between Digital River, Inc. and the initial purchasers.

 

3