SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Report (date of earliest event reported): March 21, 2006
DIGITAL RIVER, INC.
(Exact Name of Registrant as Specified in Its Charter)
(State or other jurisdiction
(Commission File Number)
9625 West 76th Street,
Eden Prairie, Minnesota 55344
(Address of principal executive offices) (Zip Code)
(Registrants 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 (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))
TABLE OF CONTENTS
March 21, 2006, Digital River, Inc., a Delaware corporation (Digital River),
press release announcing an update to its anticipated revenue and earnings estimate for
its fiscal first quarter ending March 31, 2006.
the news release Digital River stated that it expects revenue of
$77 million compared to previous guidance of $70 million.
River is filing this amendment to remove references to non-GAAP
projected earnings and to eliminate the exhibit.
This report contains forward-looking statements, including statements regarding the Companys
anticipated future growth and future financial performance as well as statements containing the
words anticipates or expects, and similar words. Such forward-looking statements involve known
and unknown risks, uncertainties and other factors, which may cause the actual results, performance
or achievements of the Company, or industry results, to differ materially from those expressed or
implied by such forward-looking statements. Such factors include, among others: the Companys
limited operating history and variability of operating results; competition in the e-commerce
market; challenges associated with international expansion, and other risk factors referenced in
the Companys public filings with the Securities and Exchange Commission, including the Annual
Report on Form 10-K for the year ended December 31, 2005.
Item 9.01. Financial Statements and Exhibits.