================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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) February 10, 2005 ____________________ DIGITAL IMPACT, INC. (Exact name of registrant as specified in its charter) Delaware 000-27787 94-3286913 -------- --------- ---------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 177 Bovet Road San Mateo, California 94402 (Address of principal executive offices, including zip code) (650) 356-3400 (Registrant's telephone number, including area code) N.A. (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): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ Item 8.01. Other Events Digital Impact issued a press release, dated February 10, 2005 (the "Press Release"), which is attached as Exhibit 99.1 hereto and incorporated herein by reference. Item 9.01. Financial Statements and Exhibits (c) Exhibits. Exhibit No. Description ----------- ----------- 99.1 Press Release SIGNATURES 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 Impact, Inc. By: /s/ David Oppenheimer ---------------------------------- David Oppenheimer Senior Vice President, Finance and Chief Financial Officer Date: February 11, 2005 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Press Release