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): October 26, 2010
DIGITAL RIVER, INC.
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware
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000-24643
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41-1901640 |
(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
9625 West 76th Street, Eden Prairie, Minnesota 55344
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code): (952) 253-1234
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 the Exchange Act (17
CFR 240.14d- 2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e- 4(c))
Item 8.01. Other Events.
On October 26, 2010, Digital River, Inc., a Delaware corporation (“Digital River”), issued a press
release announcing the pricing of its previously announced offering of $300 million in aggregate
principal amount of Convertible Senior Notes due 2030 (the “Notes”) in a private, unregistered
offering and its grant to the initial purchasers of a 30-day over-allotment option to purchase up
to an additional $45 million of the Notes on the same terms and conditions. Digital River intends
to use up to $35 million of the net proceeds from the sale of the Notes to repurchase shares of its
common stock pursuant to its share buyback program. A copy of this press release is filed as
Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 |
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Press Release of Digital River, Inc., dated October 26, 2010, announcing the pricing of its
private offering of $300 million in aggregate principal amount of Convertible Senior Notes due
2030. |