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): June 27, 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):
|_| 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))
Item 7.01. Regulation FD Disclosure.
On June 27, 2007, Digital River, Inc., a Delaware corporation ("Digital River"),
issued a press release pre-announcing its estimates of financial results for the
three-month period ending June 30, 2007, updating guidance for the full year
ending December 31, 2007 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 (http://www.sec.gov).
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 United States.
Item 8.01. Other Events.
The Board of Directors of Digital River also authorized an increase in the size
of the corporate stock buyback program. The previously announced $50 million
program has been increased to $200 million.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
The following exhibit is furnished with this report:
99.1 Press release dated June 27, 2007, pre-announcing Digital River's estimate
of financial results for the three-month period ending June 30, 2007, updating
guidance for the full year ending December 31, 2007 and providing certain other
information.
SIGNATURE
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.
By: /s/ Thomas M. Donnelly
-------------------------
Name: Thomas M. Donnelly
Title: Chief Financial Officer
Date: June 27, 2007
Exhibit Index
Exhibit No. Description
----------- -----------
99.1 Press release dated June 27, 2007, pre-announcing Digital River's estimate
of financial results for the three-month period ending June 30, 2007, updating
guidance for the full year ending December 31, 2007 and providing certain other
information.