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): May 31, 2007
DIGITAL RIVER, INC.
(Exact Name of Registrant as Specified in Its Charter)
| |
|
|
|
|
| Delaware
|
|
000-24643
|
|
41-1901640 |
| (State or other jurisdiction |
|
(Commission File Number) |
|
(IRS Employer |
| of incorporation) |
|
|
|
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 5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Approval
of 2007 Equity Incentive Plan
The Board of Directors of Digital
River, Inc. (the “Company”) previously adopted the Digital River, Inc. 2007 Equity
Incentive Plan (the “2007 Plan”), subject to stockholder approval of the 2007 Plan.
The Company’s stockholders approved the 2007 Plan at the Company’s annual stockholder
meeting held on May 31, 2007. The following summary of the 2007 Plan is qualified in its entirety
by reference to the text of the 2007 Plan.
The Company’s Board of Directors (the “Board”) or one or more
committees appointed by the Board will administer the 2007 Plan. The
administrator of the 2007 Plan has broad authority under the 2007 Plan to, among
other things, select participants and determine the type(s) of award(s) that
they are to receive, and determine the number of shares that are to be subject
to awards and the terms and conditions of awards, including the price (if any)
to be paid for the shares or the award. Persons eligible to receive awards under
the 2007 Plan include officers or employees of the Company or any of its
subsidiaries, directors of the Company or any of its subsidiaries, and certain
consultants and advisors to the Company or any of its subsidiaries. The maximum
number of shares of the Company’s Common Stock that may be issued or transferred
pursuant to awards under the 2007 Plan equals the sum of: (1) 2,000,000 shares,
plus (2) the number of shares available for award grant purposes under the
Company’s 2005 Equity Incentive Plan (the “2005 Plan”) as of May 31,
2007, plus (3) the number of any shares subject to stock options and restricted
stock awards granted under the 2005 Plan and outstanding as of May 31, 2007
which expire, or for any reason are cancelled or terminated, after that date
without being exercised or paid. As of May 31, 2007, 892,202 shares were
available for award grant purposes under the 2005 Plan, and 3,318,287 shares
were subject to options and restricted stock awards then outstanding under the
2005 Plan.
The types of awards that may be granted under the 2007 Plan include stock
options, stock appreciation rights, restricted stock and restricted stock units.
As is customary in incentive plans of this nature, each share limit and the
number and kind of shares available under the 2007 Plan and any outstanding
awards, as well as the exercise or purchase prices of awards, and performance
targets under certain types of performance-based awards, are subject to
adjustment in the event of certain reorganizations, mergers, combinations,
recapitalizations, stock splits, stock dividends, or other similar events that
change the number or kind of shares outstanding, and extraordinary dividends or
distributions of property to the stockholders.