UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K/A
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of
Report (date of earliest event reported): March 21, 2006
DIGITAL RIVER, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
(State or other jurisdiction
of incorporation)
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000-24643
(Commission File Number)
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41-1901640
(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):
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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d- 2(b)) |
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o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e- 4(c)) |
TABLE OF CONTENTS
Item 8.01.
Other Events.
On
March 21, 2006, Digital River, Inc., a Delaware corporation (“Digital River”),
issued a
press release announcing an update to its anticipated revenue and earnings estimate for
its fiscal first quarter ending March 31, 2006.
In
the news release Digital River stated that it expects revenue of
$77 million compared to previous guidance of $70 million.
Digital
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 Company’s
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 Company’s
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 Company’s 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.
(c) Exhibits.
None