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): December 14, 2005

 

 

Digital River, Inc.

(Exact name of registrant as specified in charter)

 

 

 

(952) 253-1234

Registrant’s telephone number, including area code

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c))

 

 

 Item 1.01 Entry into a Material Definitive Agreement.

 

Effective on December 14, 2005, in connection with the closing of its previously announced acquisition of Commerce5, Inc., Digital River, Inc. adopted an Inducement Equity Incentive Plan (the “Plan”) for Commerce5 executives who will join Digital River as a result of the acquisition.  A total of 87,500 restricted shares of Digital River stock will be issued under the Plan, subject to vesting based upon Commerce5 meeting certain performance goals.  A copy of the Plan is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 8.01 Other Events.

 

On December 14, 2005, Digital River completed its previously announced acquisition of Commerce5, Inc., a leader in enterprise class outsourced e-commerce solutions for high-tech manufacturing and consumer electronics markets, which becomes a wholly-owned subsidiary of Digital River. Under the terms of the agreement, Digital River acquired Commerce5 for approximately $45 million in cash, composed of payments to stockholders of $32.4 million plus payment of $12.6 million in liabilities. In addition, as described above, pursuant to the terms of the Plan, a total of 87,500 restricted shares of Digital River stock will be issued to retain services of certain Commerce5 executives following the acquisition.

 

Item 9.01  Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
99.1		Inducement Equity Incentive Plan.

 

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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.
Date: December 19, 2005	By:	/s/ Thomas M. Donnelly
		Thomas M. Donnelly
		Chief Financial Officer

 

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Inducement Equity Incentive Plan.

 

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