SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15 (d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): January 31, 2008
DIGITAL RIVER, INC.
(Exact Name of Registrant as Specified in Its Charter)
(State or other jurisdiction
9625 West 76th Street, Eden Prairie, Minnesota 55344
(Address of principal executive offices) (Zip Code)
telephone number, including area code): (952) 253-1234
(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:
⃞ 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))
2.02 Results of Operations and Financial Condition.
On January 31, 2008, Digital River, Inc., a Delaware corporation
("Digital River"), issued a press release announcing its financial
results for the three-month period and year ended December 31, 2007,
guidance for Digital River’s year ending December 31, 2008, and certain
other information. A copy of the press release is furnished as
Exhibit 99.1 hereto. The press release includes "safe harbor" language
indicating that certain statements about Digital River’s business and
other matters contained in the press release are "forward-looking"
rather than "historic." The press release also states that a more
thorough discussion of certain factors which may affect Digital River’s
operating results is included, among other sections, under the captions
"Risk Factors" and "Management’s Discussion and Analysis of Financial
Condition and Results of Operations" in Digital River’s Annual Report on
Form 10-K for the year ended December 31, 2006, and Digital River’s
other public filings with the SEC available at the SEC’s Web site
The attached press release contains certain non-GAAP financial measures.
For purposes of Regulation G, a non-GAAP financial measure is a
numerical measure of a company’s performance, financial position, or
cash flows that either excludes or includes amounts that are not
normally excluded or included in the most directly comparable measure
calculated and presented in accordance with GAAP. To supplement our
consolidated financial statements presented in accordance with GAAP,
Digital River has supplied non-GAAP measures of net income and earnings
per share, which are adjusted from results based on GAAP to primarily
exclude certain expenses as well as the impact of EITF 04-08. We believe
that these non-GAAP measures provide useful information to both
management and investors by excluding certain expenses that may not be
indicative of our core operating results. In addition, because we have
historically reported certain non-GAAP results to investors, we believe
the inclusion of non-GAAP results provides consistency in our financial
reporting. These measures should be considered in addition to results
prepared in accordance with GAAP, but are not a substitute for or
superior to GAAP results. The non-GAAP measures included in the attached
press release have been reconciled to the nearest GAAP measure. As used
herein, "GAAP" refers to accounting principles generally accepted in the
9.01 Financial Statements and Exhibits.
The following exhibit is furnished with this report:
99.1 Press release dated January 31, 2008, announcing Digital
River’s financial results for the three-month period and year ended
December 31, 2007, guidance for Digital River’s year ending December 31,
2008, and certain other information.
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/ Thomas M. Donnelly
Thomas M. Donnelly
Chief Financial Officer
January 31, 2008
Press release dated January 31, 2008, announcing Digital River’s financial results for the three-month period and year ended December 31, 2007, guidance for Digital River’s year ending December 31, 2008, and certain other information.