UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 6, 2007
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Digital River, Inc.
(Exact name of registrant as specified in charter)
Delaware 000-24643 41-1901640
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
9625 West 76th Street, Eden Prairie, MN 55344
(Address of principal executive offices) (Zip Code)
(952) 253-1234
Registrant's telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
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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 Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange
Act (17 CFR 240.13e-4(c))
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Item 8.01 Other Events.
On February 6, 2007, Digital River, Inc. (the "Company") announced that the
Special Committee of its Board of Directors had reported its findings after an
internal review into the Company's stock option practices. A copy of the press
release issued by the Company in connection with the Special Committee's report
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit
Number Description
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99.1 Text of Press Release issued by Digital River, Inc. dated February 6,
2007.
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: February 6, 2007 By: /s/ Thomas M. Donnelly
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Thomas M. Donnelly
Chief Financial Officer
EXHIBIT INDEX
Exhibit
No. Description
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99.1 Press release dated February 6, 2007.