Statistik Asas
| CIK | 1062530 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Global X Funds - Global X Autonomous & Electric Vehicles ETF
SEC Filings (Chronological Order)
Halaman ini menyediakan senarai kronologi lengkap bagi Pemfailan SEC, tidak termasuk pemfailan pemilikan yang kami sediakan di tempat lain.
| February 9, 2017 |
DRIV / Digital River Inc / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* DIGITAL RIVER INC (Name of Issuer) Common Stock (Title of Class of Securities) 25388B104 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched |
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| February 9, 2016 |
DRIV SCHEDULE 13G/A (Passive Acquisition of More Than 5% of Shares) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* DIGITAL RIVER INC (Name of Issuer) Common Stock (Title of Class of Securities) 25388B104 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched |
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| February 27, 2015 |
DRIV / Digital River Inc POS AM - - POS AM As filed with the Securities and Exchange Commission on February 27, 2015 Registration No. |
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| February 27, 2015 |
DRIV / Digital River Inc S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on February 27, 2015 Registration No. |
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| February 27, 2015 |
DRIV / Digital River Inc 15-12G - - 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-24643 DIGITAL RIVER, INC. (Exact name of registrant as specified in its |
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| February 27, 2015 |
DRIV / Digital River Inc POS AM - - POS AM As filed with the Securities and Exchange Commission on February 27, 2015 Registration No. |
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| February 27, 2015 |
DRIV / Digital River Inc S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on February 27, 2015 Registration No. |
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| February 27, 2015 |
DRIV / Digital River Inc S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on February 27, 2015 Registration No. |
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| February 27, 2015 |
DRIV / Digital River Inc POS AM - - POS AM POS AM 1 a15-52951posam.htm POS AM As filed with the Securities and Exchange Commission on February 27, 2015 Registration No. 333-122069 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Digital River, Inc. (Exact name of Registrant as specified in its charter) Delaware (State o |
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| February 27, 2015 |
DRIV / Digital River Inc S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on February 27, 2015 Registration No. |
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| February 27, 2015 |
DRIV / Digital River Inc S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on February 27, 2015 Registration No. |
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| February 27, 2015 |
DRIV / Digital River Inc S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on February 27, 2015 Registration No. |
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| February 27, 2015 |
DRIV / Digital River Inc S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on February 27, 2015 Registration No. |
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| February 27, 2015 |
DRIV / Digital River Inc POS AM - - POS AM As filed with the Securities and Exchange Commission on February 27, 2015 Registration No. |
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| February 17, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* DIGITAL RIVER, INC (Name of Issuer) Common Stock (Title of Class of Securities) 25388B104 (CUSIP Number) December 31, 2014 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched |
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| February 13, 2015 |
DRIV / Digital River Inc / SOROS FUND MANAGEMENT LLC Passive Investment SC 13G/A 1 formsc13ga-digital.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* DIGITAL RIVER, INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 25388B104 (CUSIP Number) December 31, 2014 (Date of Event which Requires Filing of this Statement) Check the appropriate b |
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| February 12, 2015 |
Digital River Announces Completion of Acquisition by Investor Group Led by Siris Capital Group EX-99.1 2 a15-44081ex99d1.htm EX-99.1 Exhibit 99.1 Media Contact: Gerri Dyrek Group Vice President, Corporate Communications Digital River, Inc. +1 952-225-3719 [email protected] Investor Relations Contact: Melissa Fisher Vice President, Corporate Development, Investor Relations & Treasury Digital River, Inc. +1 952 225-3351 [email protected] Digital River Announces |
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| February 12, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 12, 2015 Digital River, Inc. |
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| February 10, 2015 |
DRIV / Digital River Inc / VANGUARD GROUP INC Passive Investment digitalriverinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3 )* Name of issuer: Digital River Inc Title of Class of Securities: Common Stock CUSIP Number: 25388B104 Date of Event Which Requires Filing of this Statement: December 31, 2014 Check the appropriate box to |
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| February 5, 2015 |
DRIV / Digital River Inc / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* DIGITAL RIVER INC (Name of Issuer) Common Stock (Title of Class of Securities) 25388B104 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu |
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| January 9, 2015 |
DRIV / Digital River Inc CORRESP - - Kevin L. Crudden Senior Vice President & General Counsel January 9, 2015 VIA EDGAR AND FACSIMILE Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Stephen G. Krikorian, Accounting Branch Chief Re: Digital River, Inc. Form 10-K for Fiscal Year Ended December 31, 2013 Filed February 27, 2014 File No. 000-24643 Dear Mr. Krikorian: On beha |
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| January 8, 2015 |
DRIV / Digital River Inc DEFM14A - - DEFM14A Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| December 29, 2014 |
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): December 19, 2014 DIGITAL RIVER, INC. (Exact name of registrant as specified in its charter) Delaware 000-24643 41-1901640 (State or other jurisdiction of incorporation) (Commission F |
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| December 17, 2014 |
DRIV / Digital River Inc DEFA14A - - 8-K 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): December 16, 2014 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 E |
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| December 17, 2014 |
Entry into a Material Definitive Agreement, Other Events 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): December 16, 2014 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 E |
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| December 8, 2014 |
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): December 5, 2014 DIGITAL RIVER, INC. (Exact name of registrant as specified in its charter) Delaware 000-24643 41-1901640 (State or other jurisdiction of incorporation) (Commission Fi |
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| December 4, 2014 |
DRIV / Digital River Inc PREM14A - - PREM14A Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| December 2, 2014 |
DRIV / Digital River Inc CORRESP - - Kevin L. Crudden Senior Vice President & General Counsel December 2, 2014 VIA EDGAR AND FACSIMILE Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Stephen G. Krikorian, Accounting Branch Chief Re: Digital River, Inc. Form 10-K for Fiscal Year Ended December 31, 2013 Filed February 27, 2014 File No. 000-24643 Dear Mr. Krikorian: On beh |
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| November 3, 2014 |
DRIV / Digital River Inc DEFA14A - - DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin |
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| October 31, 2014 |
drivCurrent folio10Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 29, 2014 |
DRIV / Digital River Inc DEFA14A - - DIGITAL RIVER, INC. 8-K 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 29, 2014 DIGITAL RIVER, INC. (Exact name of registrant as specified in its charter) Delaware 000-24643 41-1901640 (State or other jurisdiction of incorporation) (Commission Fi |
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| October 29, 2014 |
Digital River Reports Third Quarter 2014 Financial Results EX-99.1 2 a50972385ex991.htm EXHIBIT 99.1 Exhibit 99.1 Digital River Reports Third Quarter 2014 Financial Results Returns to revenue growth; third quarter revenue of $88.8 million, up 2 percent year-over-year Reports third quarter GAAP EPS of $0.13 per diluted share; and break-even, non-GAAP EPS Recently announced agreement to be acquired by investor group led by Siris Capital Group for $26.00 per |
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| October 29, 2014 |
Digital River Reports Third Quarter 2014 Financial Results Exhibit 99.1 Digital River Reports Third Quarter 2014 Financial Results Returns to revenue growth; third quarter revenue of $88.8 million, up 2 percent year-over-year Reports third quarter GAAP EPS of $0.13 per diluted share; and break-even, non-GAAP EPS Recently announced agreement to be acquired by investor group led by Siris Capital Group for $26.00 per share in cash MINNEAPOLIS-(BUSINESS WIRE) |
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| October 29, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events 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 29, 2014 DIGITAL RIVER, INC. (Exact name of registrant as specified in its charter) Delaware 000-24643 41-1901640 (State or other jurisdiction of incorporation) (Commission Fi |
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| October 24, 2014 |
EX-99.2 4 a14-229361ex99d2.htm EX-99.2 Exhibit 99.2 Subject: CEO letter to CLIENTS Audience: Digital River clients across commerce, payments and marketing services Channel: Email Dear Client: I am writing to share an exciting update about Digital River. Today we announced that Digital River has entered into a definitive merger agreement to be acquired by an investment group led by Siris Capital Gr |
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| October 24, 2014 |
Exhibit 99.1 Investor Relations Contact: Melissa Fisher VP, Corporate Development, Treasury and Investor Relations Digital River, Inc. +1 952-225-3351 [email protected] Media Contact: Gerri Dyrek Group Vice President, Corporate Communications Digital River, Inc. +1 952-225-3719 [email protected] Digital River Announces Agreement to Be Acquired by Investor Group Led |
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| October 24, 2014 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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 23, 2014 Commission File Number Registrant; State of Incorporation; Address; and Telephone Number IRS Employer Identification No. 000-24643 DIGITAL RIVER, INC. (A Delaware Cor |
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| October 24, 2014 |
DRIV / Digital River Inc DEFA14A - - 8-K 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 23, 2014 Commission File Number Registrant; State of Incorporation; Address; and Telephone Number IRS Employer Identification No. 000-24643 DIGITAL RIVER, INC. (A Delaware Cor |
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| October 24, 2014 |
Exhibit 99.4 Subject: CEO letter to PARTNERS Audience: Digital River clients across commerce, payments and marketing services Channel: Email Dear Partner: I am writing to share an exciting update about Digital River. Today we announced that Digital River has entered into a definitive merger agreement to be acquired by an investment group led by Siris Capital Group, a leading private equity firm th |
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| October 24, 2014 |
EX-99.3 5 a14-229361ex99d3.htm EX-99.3 Exhibit 99.3 Subject: CEO letter to EMPLOYEES Audience: DR All Employees Channel: Email Dear Colleagues: This is an exciting day in Digital River’s history. Today, we announced that Digital River has entered into a definitive merger agreement to be acquired by an investor group led by Siris Capital Group, a private equity firm based in New York that specializ |
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| October 24, 2014 |
Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER by and among DANUBE PRIVATE HOLDINGS II, LLC, DANUBE PRIVATE ACQUISITION CORP. and DIGITAL RIVER, INC. Dated as of October 23, 2014 TABLE OF CONTENTS Article I DEFINITIONS Section 1.1 Definitions 1 Article II THE MERGER Section 2.1 The Merger 2 Section 2.2 The Closing 2 Section 2.3 Effective Time 2 Section 2.4 Certificate of Incorporation and |
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| October 24, 2014 |
EMPLOYEE FAQ: ACQUISITION OF DIGITAL RIVER EX-99.6 8 a14-229361ex99d6.htm EX-99.6 Exhibit 99.6 FAQ: Acquisiiton EMPLOYEE FAQ: ACQUISITION OF DIGITAL RIVER GENERAL ANNOUNCEMENT Digital River announced that it has entered in a definitive merger agreement to be acquired by an investor group led by a private equity firm named Siris Capital Group. When this transaction is complete, Digital River will become a private company, wholly owned by an |
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| October 24, 2014 |
DIGITAL RIVER TO BE ACQUIRED October 23, 2014 Exhibit 99.5 DIGITAL RIVER TO BE ACQUIRED October 23, 2014 DIGITAL RIVER TO BE ACQUIRED Digital River to be acquired by an investor group led by Siris Capital Group The investor group led by Siris will acquire all outstanding shares of DRIV for $26.00 per share in cash, valuing Digital River at approximately $840 million When the official process is complete – which we expect will be in the first |
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| October 24, 2014 |
Exhibit 99.2 Subject: CEO letter to CLIENTS Audience: Digital River clients across commerce, payments and marketing services Channel: Email Dear Client: I am writing to share an exciting update about Digital River. Today we announced that Digital River has entered into a definitive merger agreement to be acquired by an investment group led by Siris Capital Group, a leading private equity firm that |
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| October 24, 2014 |
Exhibit 99.1 Investor Relations Contact: Melissa Fisher VP, Corporate Development, Treasury and Investor Relations Digital River, Inc. +1 952-225-3351 [email protected] Media Contact: Gerri Dyrek Group Vice President, Corporate Communications Digital River, Inc. +1 952-225-3719 [email protected] Digital River Announces Agreement to Be Acquired by Investor Group Led |
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| October 24, 2014 |
Exhibit 99.4 Subject: CEO letter to PARTNERS Audience: Digital River clients across commerce, payments and marketing services Channel: Email Dear Partner: I am writing to share an exciting update about Digital River. Today we announced that Digital River has entered into a definitive merger agreement to be acquired by an investment group led by Siris Capital Group, a leading private equity firm th |
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| October 24, 2014 |
DIGITAL RIVER TO BE ACQUIRED October 23, 2014 Exhibit 99.5 DIGITAL RIVER TO BE ACQUIRED October 23, 2014 DIGITAL RIVER TO BE ACQUIRED Digital River to be acquired by an investor group led by Siris Capital Group The investor group led by Siris will acquire all outstanding shares of DRIV for $26.00 per share in cash, valuing Digital River at approximately $840 million When the official process is complete – which we expect will be in the first |
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| October 24, 2014 |
EX-99.3 5 a14-229361ex99d3.htm EX-99.3 Exhibit 99.3 Subject: CEO letter to EMPLOYEES Audience: DR All Employees Channel: Email Dear Colleagues: This is an exciting day in Digital River’s history. Today, we announced that Digital River has entered into a definitive merger agreement to be acquired by an investor group led by Siris Capital Group, a private equity firm based in New York that specializ |
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| October 24, 2014 |
EMPLOYEE FAQ: ACQUISITION OF DIGITAL RIVER EX-99.6 8 a14-229361ex99d6.htm EX-99.6 Exhibit 99.6 FAQ: Acquisiiton EMPLOYEE FAQ: ACQUISITION OF DIGITAL RIVER GENERAL ANNOUNCEMENT Digital River announced that it has entered in a definitive merger agreement to be acquired by an investor group led by a private equity firm named Siris Capital Group. When this transaction is complete, Digital River will become a private company, wholly owned by an |
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| October 24, 2014 |
Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER by and among DANUBE PRIVATE HOLDINGS II, LLC, DANUBE PRIVATE ACQUISITION CORP. and DIGITAL RIVER, INC. Dated as of October 23, 2014 TABLE OF CONTENTS Article I DEFINITIONS Section 1.1 Definitions 1 Article II THE MERGER Section 2.1 The Merger 2 Section 2.2 The Closing 2 Section 2.3 Effective Time 2 Section 2.4 Certificate of Incorporation and |
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| August 1, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2014 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 000-24643 DIGITA |
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| July 30, 2014 |
Digital River Reports Second Quarter 2014 Financial Results EX-99.1 2 a50915428ex991.htm EXHIBIT 99.1 Exhibit 99.1 Digital River Reports Second Quarter 2014 Financial Results Second quarter revenue of $87.4 million, exceeded guidance Second quarter GAAP EPS net loss of $0.24 per share; and non-GAAP EPS net loss of $0.01 per share, both exceeded guidance MINNEAPOLIS-(BUSINESS WIRE)-July 30, 2014-Digital River, Inc. (NASDAQ: DRIV), a leading global provider |
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| July 30, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): July 30, 2014 DIGITAL RIVER, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-24643 41-1901640 (State or other jurisdiction of incorporation) (Commission File |
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| May 27, 2014 |
Submission of Matters to a Vote of Security Holders - 8-K 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 21, 2014 Digital River, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-24643 41-1901640 (State or other jurisdiction of incorporation) (Commission File N |
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| May 23, 2014 |
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 21, 2014 Digital River, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-24643 41-1901640 (State or other jurisdiction of incorporation) (Commission File N |
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| May 9, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 000-24643 DIG |
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| April 30, 2014 |
Financial Statements and Exhibits - DIGITAL RIVER, INC. 8-K 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): April 30, 2014 DIGITAL RIVER, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-24643 41-1901640 (State or other jurisdiction of incorporation) (Commission File |
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| April 30, 2014 |
Digital River Reports First Quarter 2014 Financial Results Exhibit 99.1 Digital River Reports First Quarter 2014 Financial Results First quarter revenue of $97.8 million, exceeded guidance First quarter GAAP EPS net loss of $0.19 per share; and non-GAAP EPS of $0.20 per diluted share, both exceeded guidance Raised full year revenue guidance MINNEAPOLIS-(BUSINESS WIRE)-April 30, 2014-Digital River, Inc. (NASDAQ:DRIV), a leading global provider of Commerce- |
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| April 11, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| March 11, 2014 |
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): March 5, 2014 Digital River, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-24643 41-1901640 (State or other jurisdiction of incorporation) (Commission File |
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| March 6, 2014 |
DRIV / Digital River Inc / SOROS FUND MANAGEMENT LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* DIGITAL RIVER, INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 25388B104 (CUSIP Number) March 4, 2014 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w |
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| February 28, 2014 |
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): February 25, 2014 Digital River, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-24643 41-1901640 (State or other jurisdiction of incorporation) (Commission F |
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| February 27, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K Use these links to rapidly review the document TABLE OF CONTENTS PART IV UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 27, 2014 |
CHANGE OF CONTROL AND SEVERANCE AGREEMENT THEODORE R. CAHALL, JR. EX-10.33 4 a2218501zex-1033.htm EX-10.33 EXHIBIT 10.33 CHANGE OF CONTROL AND SEVERANCE AGREEMENT THEODORE R. CAHALL, JR. This Agreement is made effective as of October 21, 2013 between Digital River, Inc., a Delaware corporation (the “Company”), with its principal administrative office at 10380 Bren Road West, Minnetonka, MN 55343, and Theodore R. Cahall, Jr. (the “Executive”). WHEREAS, the Compan |
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| February 27, 2014 |
Subsidiaries of Digital River, Inc. QuickLinks - Click here to rapidly navigate through this document EXHIBIT 21.1 Subsidiaries of Digital River, Inc. Subsidiaries State or Jurisdiction of Incorporation Beanstream Internet Commerce Inc. Canada Beanstream Internet Commerce Corp. Delaware BlueHornet Networks, Inc. California Digital River Australia PTY Ltd. Australia Digital River do Brasil Comercio de Produtos de Informatica Ltda. Br |
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| February 27, 2014 |
The Revenue Growth Experts in Global Cloud Commerce EX-10.32 3 a2218501zex-1032.htm EX-10.32 EXHIBIT 10.32 October 11, 2013 Dear Thomas, On behalf of Digital River, Inc., a Delaware corporation, we are pleased to extend to you this offer of employment. This offer is contingent upon (a) your ability to accept the position without violating any non-compete or other related legal agreements, (b) signing required documents including the Proprietary Inf |
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| February 27, 2014 |
The Revenue Growth Experts in Global Cloud Commerce EXHIBIT 10.31 August 28, 2013 Theodore R. Cahall, Jr., On behalf of Digital River, Inc., a Delaware corporation, we are pleased to extend to you this offer of employment. This offer is contingent upon (a) your ability to accept the position without violating any non-compete or other related legal agreements, (b) signing required documents including the Proprietary Information Agreement and the Cha |
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| February 27, 2014 |
CHANGE OF CONTROL AND SEVERANCE AGREEMENT THOMAS E. PETERSON EX-10.34 5 a2218501zex-1034.htm EX-10.34 EXHIBIT 10.34 CHANGE OF CONTROL AND SEVERANCE AGREEMENT THOMAS E. PETERSON This Agreement is made effective as of November 18, 2013 between Digital River, Inc., a Delaware corporation (the “Company”), with its principal administrative office at 10380 Bren Road West, Minnetonka, MN 55343, and Thomas E. Peterson, a Minnesota resident (the “Executive”). WHEREA |
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| February 27, 2014 |
Digital River, Inc. Computation of Ratio of Earnings to Fixed Charges QuickLinks - Click here to rapidly navigate through this document EXHIBIT 12.1 Digital River, Inc. Computation of Ratio of Earnings to Fixed Charges Years ended December 31, 2013 2012 2011 2010 2009 Income from operations $ (30,326 ) $ (164,086 ) $ 30,841 $ 14,995 $ 64,836 Add: Fixed charges(1) 8,883 9,906 9,880 2,438 6,092 Earnings as defined (21,443 ) (154,180 ) 40,721 17,433 70,928 Fixed charge |
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| February 14, 2014 |
DRIV / Digital River Inc / SAC Capital Advisors LP - SCHEDULE 13G/A, #2 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* DIGITAL RIVER, INC. (Name of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 25388B104 (CUSIP Number) December 31, 2013 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| February 13, 2014 |
DRIV / Digital River Inc / SOROS FUND MANAGEMENT LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* DIGITAL RIVER, INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 25388B104 (CUSIP Number) December 31, 2013 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| February 12, 2014 |
DRIV / Digital River Inc / VANGUARD GROUP INC Passive Investment digitalriverinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2 )* Name of issuer: Digital River Inc Title of Class of Securities: Common Stock CUSIP Number: 25388B104 Date of Event Which Requires Filing of this Statement: December 31, 2013 Check the appropriate box to |
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| February 5, 2014 |
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): February 5, 2014 DIGITAL RIVER, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-24643 41-1901640 (State or other jurisdiction of incorporation) (Commission Fi |
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| February 5, 2014 |
Digital River Reports Fourth Quarter and Full Year 2013 Financial Results Exhibit 99.1 Digital River Reports Fourth Quarter and Full Year 2013 Financial Results Fourth quarter revenue of $101.2 million, up 3 percent year-over-year Fourth quarter break-even GAAP EPS; and non-GAAP EPS of $0.22 per diluted share, at the high end of guidance Continued strong, organic payments growth in the fourth quarter of 29 percent year-over-year MINNEAPOLIS-(BUSINESS WIRE)-February 5, 2 |
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| January 27, 2014 |
JOINT FILING INFORMATION Reporting Person: SOROS FUND MANAGEMENT LLC Address: 888 SEVENTH AVENUE 33RD FLOOR NEW YORK, NY 10106 Designated Filer: SOROS FUND MANAGEMENT LLC Issuer and Symbol: DIGITAL RIVER, INC. |
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| January 27, 2014 |
POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, ROBERT SOROS, hereby make, constitute and appoint each of ARMANDO T. |
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| January 27, 2014 |
JOINT FILING INFORMATION Reporting Person: SOROS FUND MANAGEMENT LLC Address: 888 SEVENTH AVENUE 33RD FLOOR NEW YORK, NY 10106 Designated Filer: SOROS FUND MANAGEMENT LLC Issuer and Symbol: DIGITAL RIVER, INC. |
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| January 27, 2014 |
POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, GEORGE SOROS, hereby make, constitute and appoint each of ARMANDO T. |
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| December 24, 2013 |
DRIV / Digital River Inc / VEPF III AIV V, L.P. - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* DIGITAL RIVER, INC. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 25388B104 (CUSIP Number) Kirkland & Ellis LLP 555 California Street San Francisco, CA 94104 Attn: David A. Breach, P.C. Jeffrey B. Golden, P.C. ( |
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| December 3, 2013 |
DIGITAL RIVER COMPARISON OF HISTORICAL NON-GAAP TO NON-GAAP FROM CONTINUING OPERATIONS Exhibit 99.1 DIGITAL RIVER COMPARISON OF HISTORICAL NON-GAAP TO NON-GAAP FROM CONTINUING OPERATIONS 2 HISTORICAL NON-GAAP RECONCILIATIONS(Unaudited, in thousands, except per share amounts) Three months ended Twelve months ended Three months ended March 31, 2012 June 30, 2012 September 30, 2012 December 31, 2012 December 31, 2012 March 31, 2013 June 30, 2013 Revenue 102,443 90,774 91,670 101,335 38 |
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| December 3, 2013 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): December 3, 2013 Digital River, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-24643 41-1901640 (State or other jurisdiction of incorporation) (Commission Fi |
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| November 27, 2013 |
Entry into a Material Definitive Agreement 8-K 1 a13-2526518k.htm 8-K 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): November 22, 2013 Digital River, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-24643 41-1901640 (State or other jurisdiction of i |
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| November 15, 2013 |
DRIV / Digital River Inc / VEPF III AIV V, L.P. - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* DIGITAL RIVER, INC. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 25388B104 (CUSIP Number) Kirkland & Ellis LLP 555 California Street San Francisco, CA 94104 Attn: David A. Breach, P.C. Jeffrey B. Golden, P.C. ( |
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| November 8, 2013 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 000-24643 |
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| October 30, 2013 |
Digital River Reports Third Quarter 2013 Financial Results Exhibit 99.1 Digital River Reports Third Quarter 2013 Financial Results Third quarter revenue of $90.3 million, including contributions from divested businesses Organic payments revenue increased 47 percent year-over-year Completed divestitures of two supporting businesses Provided updated 2013 revenue growth, excluding divested businesses, of 4 percent to 5 percent and non-GAAP EPS, ranging from |
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| October 30, 2013 |
Financial Statements and Exhibits - DIGITAL RIVER, INC. 8-K 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 30, 2013 DIGITAL RIVER, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-24643 41-1901640 (State or other jurisdiction of incorporation) (Commission Fi |
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| October 28, 2013 |
Exhibit 99.1 Digital River Appoints Ted Cahall, EVP and Chief Operating Officer, and Thomas Peterson, EVP and General Manager, Commerce Leadership additions bring deep industry expertise to advance the company’s strategic transformation and growth MINNEAPOLIS-(BUSINESS WIRE)-October 28, 2013-Digital River, Inc. (NASDAQ: DRIV) announced new additions to its executive leadership team. The company ha |
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| October 28, 2013 |
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 23, 2013 Digital River, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-24643 41-1901640 (State or other jurisdiction of incorporation) (Commission Fi |
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| September 19, 2013 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): September 19, 2013 Digital River, Inc. (Exact name of registrant as specified in charter) Delaware 000-24643 41-1901640 (State or other jurisdiction of incorporation) (C |
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| September 19, 2013 |
Exhibit 99.1 Slide: 1 Body: September 19, 2013 Title: Digital river investor day SubTitle: Omni Berkshire hotelNew York, NY Slide: 2 Body: Melissa Fisher, Vice president investor relationsDigital River Title: WELCOME Slide: 3 Title: Agenda Other Placeholder: 3 Slide: 4 Title: Safe Harbor Other Placeholder: 4 FORWARD-LOOKING STATEMENTSThis presentation contains forward-looking statements, which are |
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| September 17, 2013 |
8-K 1 a50710937.htm DIGITAL RIVER, INC. 8-K 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): September 12, 2013 Digital River, Inc. (Exact name of registrant as specified in charter) Delaware 000-24643 41-1901640 (State or other jur |
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| September 17, 2013 |
Ed Eger Joins Digital River's Board of Directors Exhibit 99.1 Ed Eger Joins Digital River's Board of Directors MINNEAPOLIS-(BUSINESS WIRE)-September 17, 2013-Digital River, Inc. (NASDAQ: DRIV) today announced the appointment of Ed Eger to its board of directors. Most recently, Mr. Eger served as a senior vice president and general manager of the Americas at PayPal, Inc. and as an advisor to the CEO at eBay Corporation. In this role, he was taske |
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| August 6, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 000-24643 DIGI |
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| July 30, 2013 |
Exhibit 99.1 Digital River Reports Second Quarter 2013 Financial Results Announces Investor Day on September 19th in New York City Delivered second quarter revenue of $92.5 million, exceeding expectations; Grew organic payments revenue at a 60-plus percent growth rate for the third consecutive quarter; Reiterated 2013 full year revenue growth of two percent to five percent and non-GAAP EPS ranging |
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| July 30, 2013 |
Financial Statements and Exhibits - DIGITAL RIVER, INC. 8-K 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): July 30, 2013 DIGITAL RIVER, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-24643 41-1901640 (State or other jurisdiction of incorporation) (Commission File |
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| May 29, 2013 |
Submission of Matters to a Vote of Security Holders - 8-K 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 23, 2013 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 Employ |
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| May 10, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 000-24643 DIG |
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| May 2, 2013 |
Digital River Reports First Quarter 2013 Financial Results Exhibit 99.1 Digital River Reports First Quarter 2013 Financial Results Delivers first quarter revenue of $113.7 million, up 11 percent year-over-year; Reports non-GAAP EPS of $0.33 per diluted share, up 10 percent year-over-year; Grows enterprise commerce revenue 19 percent year-over year, which includes the second consecutive quarter of more than 60 percent organic growth in payments revenue; Gu |
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| May 2, 2013 |
Financial Statements and Exhibits - DIGITAL RIVER, INC. 8-K 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 2, 2013 DIGITAL RIVER, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-24643 41-1901640 (State or other jurisdiction of incorporation) (Commission File Nu |
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| May 1, 2013 |
EX-99.1 2 a13-109091ex99d1.htm EX-99.1 Exhibit 99.1 60-DAY TRADING DATA Date Price* VEPF III AIV V, L.P Total 4/25/2013 $ 13.800 100 100 4/25/2013 $ 13.808 100 100 4/25/2013 $ 13.810 100 100 4/25/2013 $ 13.810 1,400 1,400 4/25/2013 $ 13.815 100 100 4/25/2013 $ 13.819 2,800 2,800 4/25/2013 $ 13.820 100 100 4/25/2013 $ 13.820 2,300 2,300 4/25/2013 $ 13.840 900 900 4/25/2013 $ 13.845 4,300 4,300 4/25 |
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| May 1, 2013 |
DRIV / Digital River Inc / VEPF III AIV V, L.P. - SC 13D/A Activist Investment SC 13D/A 1 a13-109091sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* DIGITAL RIVER, INC. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 25388B104 (CUSIP Number) Kirkland & Ellis LLP 555 California Street San Francisco, CA 94104 Attn: David A |
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| April 12, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| March 26, 2013 |
Financial Statements and Exhibits - 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act Of 1934 Date of Report (date of earliest event reported): January 10, 2013 DIGITAL RIVER, INC. (Exact name of registrant as specified in its charter) Delaware 000-24643 41-1901640 (State or other jurisdiction of incorpora |
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| March 26, 2013 |
Exhibit 99.4 UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS FOR THE 12 MONTHS ENDED DECEMBER 31, 2012 (IN THOUSANDS, EXCEPT PER SHARE DATA) Digital River LML IFRS U.S. GAAP Adjustments Pro Forma Adjustments Pro Forma Digital River Revenue $ 386,222 $ 28,288 $ — $ — $ 414,510 Costs and expenses (exclusive of depreciation and amortization expense shown separately below): Direct cost of services 12,661 |
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| March 25, 2013 |
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): March 21, 2013 DIGITAL RIVER, INC. (Exact name of registrant as specified in its charter) Delaware 000-24643 41-1901640 (State or other jurisdiction of incorporation) (Commission File |
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| March 6, 2013 |
Digital River Names David C. Dobson as Chief Executive Officer Exhibit 99.1 Investor Relations Contact: Media Relations Contact: Ed Merritt Gerri Dyrek Vice President, Investor Relations, Treasury Group Vice President, Corporate Communications [email protected] [email protected] +1 952-225-3362 +1 952-225-3719 Digital River Names David C. Dobson as Chief Executive Officer MINNEAPOLIS — Feb. 28, 2013 — Digital River, Inc. (NASDAQ: DRIV), |
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| March 6, 2013 |
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): February 28, 2013 Digital River, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-24643 41-1901640 (State or other jurisdiction of incorporation) (Commission F |
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| March 6, 2013 |
EMPLOYEE RETENTION AND MOTIVATION AGREEMENT Exhibit 10.2 EMPLOYEE RETENTION AND MOTIVATION AGREEMENT This agreement (the “Agreement”) is effective as of February 28, 2013 (the “Agreement Date”) by and between David C. Dobson (the “Covered Person”) and Digital River, Inc., a Delaware corporation (the “Company”). R E C I T A L S A. The Covered Person presently serves as an employee or officer of the Company in a role that is important to the |
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| March 6, 2013 |
EXECUTIVE EMPLOYMENT AGREEMENT Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of February 28, 2013, between Digital River, Inc., a Delaware corporation (the “Company”) and David C. Dobson, an individual residing at 20 Teahouse Lane, Ridgefield, CT 06877 (the “the Executive”). R E C I T A L S A. The Board of Directors of the Company (the “Board”) has determined that |
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| February 25, 2013 |
Subsidiaries of Digital River, Inc. QuickLinks - Click here to rapidly navigate through this document EXHIBIT 21.1 Subsidiaries of Digital River, Inc. Subsidiaries State or Jurisdiction of Incorporation BlueHornet Networks, Inc. California CustomCD, Inc. Delaware CustomCD.de GmbH Germany Digital River Australia PTY Ltd. Australia Digital River do Brasil Servicos Administrativos Limitada Brazil Digital River Trading (Shanghai) Co., L |
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| February 25, 2013 |
Digital River, Inc. Computation of Ratio of Earnings to Fixed Charges QuickLinks - Click here to rapidly navigate through this document EXHIBIT 12.1 Digital River, Inc. Computation of Ratio of Earnings to Fixed Charges Years ended December 31, 2012 2011 2010 2009 2008 Income from operations $ (166,710 ) $ 20,450 $ 12,993 $ 63,501 $ 71,571 Add: Fixed charges(1) 9,906 9,880 2,438 6,092 3,569 Earnings as defined (156,804 ) 30,330 15,431 69,593 75,140 Fixed charges(1) $ |
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| February 25, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K 10-K 1 a2212995z10-k.htm 10-K Use these links to rapidly review the document TABLE OF CONTENTS ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012. OR o TRANS |
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| February 25, 2013 |
TRANSITION AND SEPARATION AGREEMENT EXHIBIT 10.31 TRANSITION AND SEPARATION AGREEMENT THIS TRANSITION AND SEPARATION AGREEMENT (this “Agreement”) is entered into by and between Digital River, Inc., a Delaware corporation with its principal administrative office at 9625 W. 76th Street, Eden Prairie, Minnesota 55344 (the “Company”), and Joel A. Ronning (“Executive”). WITNESSETH: WHEREAS, Executive is the Chairman of the board of direc |
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| February 14, 2013 |
DRIV / Digital River Inc / SOROS FUND MANAGEMENT LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* DIGITAL RIVER, INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 25388B104 (CUSIP Number) December 31, 2012 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| February 14, 2013 |
DRIV / Digital River Inc / SAC Capital Advisors LP - AMENDMENT NO. 1 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* DIGITAL RIVER, INC. (Name of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 25388B104 (CUSIP Number) December 31, 2012 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| February 14, 2013 |
Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessi |
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| February 11, 2013 |
DRIV / Digital River Inc / VANGUARD GROUP INC Passive Investment digitalriverinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: Digital River Inc Title of Class of Securities: Common Stock CUSIP Number: 25388B104 Date of Event Which Requires Filing of this Statement: December 31, 2012 Check the appropriate box to |
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| February 6, 2013 |
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): February 6, 2013 DIGITAL RIVER, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-24643 41-1901640 (State or other jurisdiction of incorporation) (Commission Fi |
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| February 6, 2013 |
Digital River Reports Fourth Quarter and Full Year 2012 Financial Results Exhibit 99.1 Digital River Reports Fourth Quarter and Full Year 2012 Financial Results MINNEAPOLIS-(BUSINESS WIRE)-February 6, 2013-Digital River, Inc. (NASDAQ: DRIV), the revenue growth experts in global cloud commerce, today reported financial results for its fourth quarter and full year 2012. Fourth Quarter and Full Year Ended Dec. 31, 2012, Financial Results GAAP Results In 2012 fourth quarter |
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| January 23, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 000-24643 DI |
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| January 23, 2013 |
Exhibit 10.1 THIRD OMNIBUS AMENDMENT TO MICROSOFT OPERATIONS DIGITAL DISTRIBUTION AGREEMENT AMENDMENT SUMMARY AND SIGNATURE PAGES This Third Omnibus Amendment (?Amendment?) to the Microsoft Operations Digital Distribution Agreement is entered into between: Microsoft Corporation A corporation organized under the laws of the State of Washington, U.S.A. (?Microsoft?) AND Digital River, Inc. A corpora |
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| January 23, 2013 |
Exhibit 10.2 FOURTH OMNIBUS AMENDMENT TO MICROSOFT OPERATIONS DIGITAL DISTRIBUTION AGREEMENT AMENDMENT SUMMARY AND SIGNATURE PAGES This Fourth Omnibus Amendment (?Amendment?) to the Microsoft Operations Digital Distribution Agreement is entered into between: Microsoft Corporation A corporation organized under the laws of the State of Washington, U.S.A. (?Microsoft?) AND Digital River, Inc. A corpo |
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| January 22, 2013 |
USHS / Us Home Systems Inc / DIGITAL RIVER INC /DE - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 LML Payment Systems Inc. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 50208P109 (CUSIP Number) Ryan G. Miest, Esq. Fredrikson & Byron, P.A. 200 South Sixth Street Minneapolis, Minnesota 55402 (612) 492-7393 (Name, Address and Telephone Num |
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| January 15, 2013 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act Of 1934 Date of Report (date of earliest event reported): January 10, 2013 DIGITAL RIVER, INC. (Exact name of registrant as specified in its charter) Delaware 000-24643 41-1901640 (State or other jurisdiction of incorpora |
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| January 11, 2013 |
Digital River Completes Acquisition of LML Payment Systems Exhibit 99.1 FOR IMMEDIATE RELEASE Investor Relations Contact: Media Relations Contact: Ed Merritt Gerri Dyrek Vice President, Investor Relations Group Vice President, Corporate Communications Digital River, Inc. Digital River, Inc. [email protected] [email protected] +1 952-225-3362 +1 952-225-3719 Digital River Completes Acquisition of LML Payment Systems MINNEAPOLIS — Jan |
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| January 11, 2013 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - 8-K 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): January 10, 2013 DIGITAL RIVER, INC. (Exact name of registrant as specified in its charter) Delaware 000-24643 41-1901640 (State or other jurisdiction of incorporation) (Commission Fi |
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| January 7, 2013 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Investor Relations Contacts: Media Relations Contacts: Ed Merritt Gerri Dyrek Vice President, Investor Relations Group Vice President, Corporate Communications Digital River, Inc. Digital River, Inc. [email protected] [email protected] +1 952-225-3362 +1 952-225-3719 Ken Brooks Director, Investor Relations LML Payment Systems Inc. kbrooks@l |
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| January 7, 2013 |
Regulation FD Disclosure, Financial Statements and Exhibits - 8-K 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): January 7, 2013 DIGITAL RIVER, INC. (Exact name of registrant as specified in its charter) Delaware 000-24643 41-1901640 (State or other jurisdiction of incorporation) (Commission Fil |
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| January 4, 2013 |
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): January 1, 2013 DIGITAL RIVER, INC. (Exact name of registrant as specified in its charter) Delaware 000-24643 41-1901640 (State or other jurisdiction of incorporation) (Commission Fil |
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| December 13, 2012 |
December 13, 2012 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D. |
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| December 11, 2012 |
December 11, 2012 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D. |
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| November 7, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 000-24643 |
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| November 1, 2012 |
Financial Statements and Exhibits - DIGITAL RIVER, INC. 8-K 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): November 1, 2012 DIGITAL RIVER, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-24643 41-1901640 (State or other jurisdiction of incorporation) (Commission Fi |
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| November 1, 2012 |
Exhibit 99.1 Digital River Announces CEO Succession Plans Founder Joel Ronning steps down as CEO, will continue as Chairman until year-end; Lead Director Thomas Madison named interim CEO as board conducts search MINNEAPOLIS-(BUSINESS WIRE)-November 1, 2012-Digital River, Inc. (NASDAQ: DRIV), a leading provider of global e-commerce solutions, today announced that Founder Joel A. Ronning has stepped |
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| November 1, 2012 |
Digital River Reports Third Quarter 2012 Financial Results Exhibit 99.1 Digital River Reports Third Quarter 2012 Financial Results MINNEAPOLIS-(BUSINESS WIRE)-November 1, 2012-Digital River, Inc. (NASDAQ: DRIV), the revenue growth experts in global cloud commerce, reports its third quarter financial results. Third Quarter Ended Sept. 30, 2012 GAAP Results Third quarter revenue totaled $91.7 million, compared to $95.4 million during the same period in 2011 |
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| November 1, 2012 |
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): November 1, 2012 DIGITAL RIVER, INC. (Exact name of registrant as specified in its charter) Delaware 000-24643 41-1901640 (State or other jurisdiction of incorporation) (Commission Fi |
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| October 10, 2012 |
October 10, 2012 VIA EDGAR AND FACSIMILE Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D. |
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| October 1, 2012 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) Exhibit 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) The undersigned hereby agree to jointly prepare and file with regulatory authorities a Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of LML Payment Systems Inc. |
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| October 1, 2012 |
USHS / Us Home Systems Inc / DIGITAL RIVER INC /DE - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 LML Payment Systems Inc. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 50208P109 (CUSIP Number) Ryan G. Miest, Esq. Fredrikson & Byron, P.A. 200 South Sixth Street Minneapolis, Minnesota 55402 (612) 492-7393 (Name, Address and Telephone Number of Person Auth |
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| September 26, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin |
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| September 24, 2012 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - 8-K 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): September 21, 2012 DIGITAL RIVER, INC. (Exact name of registrant as specified in its charter) Delaware 000-24643 41-1901640 (State or other jurisdiction of incorporation) (Commission |
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| September 24, 2012 |
SHAREHOLDER LOCK-UP AND SUPPORT AGREEMENT EX-10.9 11 a12-219231ex10d9.htm EX-10.9 Exhibit 10.9 EXECUTION VERSION SHAREHOLDER LOCK-UP AND SUPPORT AGREEMENT THIS AGREEMENT made the 21st day of September, 2012. BETWEEN: Don G. Choquer 847279 BC Ltd. C-Quest Holding Ltd. Titan Investments Corp. (individually and collectively, the “Seller”), AND: LML Acquisition Corp., a corporation existing under the laws of the Province of British Columbia, |
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| September 24, 2012 |
Digital River to Acquire LML Payment Systems Exhibit 99.1 FOR IMMEDIATE RELEASE Investor Relations Contacts: Media Relations Contacts: Ed Merritt Gerri Dyrek Vice President, Investor Relations Group Vice President, Corporate Communications Digital River Digital River [email protected] [email protected] 952-225-3362 952-225-3719 Ken Brooks Director, Investor Relations LML Payment Systems Inc. [email protected] 604- |
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| September 24, 2012 |
MANAGEMENT LOCK-UP AND SUPPORT AGREEMENT Exhibit 10.3 EXECUTION VERSION MANAGEMENT LOCK-UP AND SUPPORT AGREEMENT THIS AGREEMENT made the 21st day of September, 2012. BETWEEN: Carolyn L. Gaines, a resident of the Province of British Columbia, (the “Seller”), AND: LML Acquisition Corp., a corporation existing under the laws of the Province of British Columbia, (the “Acquiror”). WHEREAS the Seller is the legal and beneficial (as defined in |
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| September 24, 2012 |
MANAGEMENT LOCK-UP AND SUPPORT AGREEMENT EX-10.3 5 a12-219231ex10d3.htm EX-10.3 Exhibit 10.3 EXECUTION VERSION MANAGEMENT LOCK-UP AND SUPPORT AGREEMENT THIS AGREEMENT made the 21st day of September, 2012. BETWEEN: Carolyn L. Gaines, a resident of the Province of British Columbia, (the “Seller”), AND: LML Acquisition Corp., a corporation existing under the laws of the Province of British Columbia, (the “Acquiror”). WHEREAS the Seller is t |
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| September 24, 2012 |
MANAGEMENT LOCK-UP AND SUPPORT AGREEMENT Exhibit 10.2 EXECUTION VERSION MANAGEMENT LOCK-UP AND SUPPORT AGREEMENT THIS AGREEMENT made the 21st day of September, 2012. BETWEEN: Craig Thomson 588267 BC Ltd. (individually and collectively, the “Seller”), AND: LML Acquisition Corp., a corporation existing under the laws of the Province of British Columbia, (the “Acquiror”). WHEREAS the Seller is the legal and beneficial (as defined in Rule 13 |
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| September 24, 2012 |
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): September 21, 2012 DIGITAL RIVER, INC. (Exact name of registrant as specified in its charter) Delaware 000-24643 41-1901640 (State or other jurisdiction of incorporation) (Commission |
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| September 24, 2012 |
MANAGEMENT LOCK-UP AND SUPPORT AGREEMENT EX-10.4 6 a12-219231ex10d4.htm EX-10.4 Exhibit 10.4 EXECUTION VERSION MANAGEMENT LOCK-UP AND SUPPORT AGREEMENT THIS AGREEMENT made the 21st day of September, 2012. BETWEEN: Richard R. Schulz, a resident in the Province of British Columbia, (the “Seller”), AND: LML Acquisition Corp., a corporation existing under the laws of the Province of British Columbia, (the “Acquiror”). WHEREAS the Seller is t |
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| September 24, 2012 |
MANAGEMENT LOCK-UP AND SUPPORT AGREEMENT Exhibit 10.4 EXECUTION VERSION MANAGEMENT LOCK-UP AND SUPPORT AGREEMENT THIS AGREEMENT made the 21st day of September, 2012. BETWEEN: Richard R. Schulz, a resident in the Province of British Columbia, (the “Seller”), AND: LML Acquisition Corp., a corporation existing under the laws of the Province of British Columbia, (the “Acquiror”). WHEREAS the Seller is the legal and beneficial (as defined in |
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| September 24, 2012 |
MANAGEMENT LOCK-UP AND SUPPORT AGREEMENT Exhibit 10.5 EXECUTION VERSION MANAGEMENT LOCK-UP AND SUPPORT AGREEMENT THIS AGREEMENT made the 21st day of September, 2012. BETWEEN: Greg A. MacRae, a resident in the Province of British Columbia, (the “Seller”), AND: LML Acquisition Corp., a corporation existing under the laws of the Province of British Columbia, (the “Acquiror”). WHEREAS the Seller is the legal and beneficial (as defined in Rul |
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| September 24, 2012 |
MANAGEMENT LOCK-UP AND SUPPORT AGREEMENT Exhibit 10.6 EXECUTION VERSION MANAGEMENT LOCK-UP AND SUPPORT AGREEMENT THIS AGREEMENT made the 21st day of September, 2012. BETWEEN: Jacqueline Pace, a resident of the State of Mississippi, (the “Seller”), AND: LML Acquisition Corp., a corporation existing under the laws of the Province of British Columbia, (the “Acquiror”). WHEREAS the Seller is the legal and beneficial (as defined in Rule 13d-3 |
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| September 24, 2012 |
Digital River to Acquire LML Payment Systems Exhibit 99.1 FOR IMMEDIATE RELEASE Investor Relations Contacts: Media Relations Contacts: Ed Merritt Gerri Dyrek Vice President, Investor Relations Group Vice President, Corporate Communications Digital River Digital River [email protected] [email protected] 952-225-3362 952-225-3719 Ken Brooks Director, Investor Relations LML Payment Systems Inc. [email protected] 604- |
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| September 24, 2012 |
SHAREHOLDER LOCK-UP AND SUPPORT AGREEMENT Exhibit 10.9 EXECUTION VERSION SHAREHOLDER LOCK-UP AND SUPPORT AGREEMENT THIS AGREEMENT made the 21st day of September, 2012. BETWEEN: Don G. Choquer 847279 BC Ltd. C-Quest Holding Ltd. Titan Investments Corp. (individually and collectively, the “Seller”), AND: LML Acquisition Corp., a corporation existing under the laws of the Province of British Columbia, (the “Acquiror”). WHEREAS the Seller is |
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| September 24, 2012 |
SHAREHOLDER LOCK-UP AND SUPPORT AGREEMENT Exhibit 10.8 EXECUTION VERSION SHAREHOLDER LOCK-UP AND SUPPORT AGREEMENT THIS AGREEMENT made the 21st day of September, 2012. BETWEEN: Millennium Partners, L.P., an exempted limited partnership organized in the Cayman Islands with an office at 666 Fifth Avenue, 8th floor, New York, NY, (the “Seller”), AND: LML Acquisition Corp., a corporation existing under the laws of the Province of British Colu |
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| September 24, 2012 |
MANAGEMENT LOCK-UP AND SUPPORT AGREEMENT Exhibit 10.7 EXECUTION VERSION MANAGEMENT LOCK-UP AND SUPPORT AGREEMENT THIS AGREEMENT made the 21st day of September, 2012. BETWEEN: David C. Cooke, a resident of the State of Delaware, (the “Seller”), AND: LML Acquisition Corp., a corporation existing under the laws of the Province of British Columbia, (the “Acquiror”). WHEREAS the Seller is the legal and beneficial (as defined in Rule 13d-3 und |
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| September 24, 2012 |
MANAGEMENT LOCK-UP AND SUPPORT AGREEMENT EX-10.2 4 a12-219231ex10d2.htm EX-10.2 Exhibit 10.2 EXECUTION VERSION MANAGEMENT LOCK-UP AND SUPPORT AGREEMENT THIS AGREEMENT made the 21st day of September, 2012. BETWEEN: Craig Thomson 588267 BC Ltd. (individually and collectively, the “Seller”), AND: LML Acquisition Corp., a corporation existing under the laws of the Province of British Columbia, (the “Acquiror”). WHEREAS the Seller is the lega |
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| September 24, 2012 |
EX-2.1 2 a12-219231ex2d1.htm EX-2.1 Exhibit 2.1 Digital River, Inc. (“Digital River”) and LML Acquisition Corp. (the “Purchaser”) and LML Payment Systems Inc. (the “Company”) ARRANGEMENT AGREEMENT September 21, 2012 TABLE OF CONTENTS Article 1 INTERPRETATION 4 1.1 Definitions 4 1.2 Number and Gender 11 1.3 Interpretation Not Affected by Headings 11 1.4 Date of Any Action 11 1.5 References to the C |
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| September 24, 2012 |
Exhibit 10.1 EXECUTION VERSION LOCK-UP AND SUPPORT AGREEMENT THIS AGREEMENT made the 21st day of September, 2012. BETWEEN: Patrick H. Gaines Keats Investments Ltd. 397389 British Columbia Ltd. (individually and collectively, the “Seller”), AND: LML Acquisition Corp., a corporation existing under the laws of the Province of British Columbia, (the “Acquiror”). WHEREAS the Seller is the legal and ben |
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| September 24, 2012 |
SHAREHOLDER LOCK-UP AND SUPPORT AGREEMENT Exhibit 10.8 EXECUTION VERSION SHAREHOLDER LOCK-UP AND SUPPORT AGREEMENT THIS AGREEMENT made the 21st day of September, 2012. BETWEEN: Millennium Partners, L.P., an exempted limited partnership organized in the Cayman Islands with an office at 666 Fifth Avenue, 8th floor, New York, NY, (the “Seller”), AND: LML Acquisition Corp., a corporation existing under the laws of the Province of British Colu |
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| September 24, 2012 |
EX-2.1 2 a12-219231ex2d1.htm EX-2.1 Exhibit 2.1 Digital River, Inc. (“Digital River”) and LML Acquisition Corp. (the “Purchaser”) and LML Payment Systems Inc. (the “Company”) ARRANGEMENT AGREEMENT September 21, 2012 TABLE OF CONTENTS Article 1 INTERPRETATION 4 1.1 Definitions 4 1.2 Number and Gender 11 1.3 Interpretation Not Affected by Headings 11 1.4 Date of Any Action 11 1.5 References to the C |
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| September 24, 2012 |
MANAGEMENT LOCK-UP AND SUPPORT AGREEMENT Exhibit 10.6 EXECUTION VERSION MANAGEMENT LOCK-UP AND SUPPORT AGREEMENT THIS AGREEMENT made the 21st day of September, 2012. BETWEEN: Jacqueline Pace, a resident of the State of Mississippi, (the “Seller”), AND: LML Acquisition Corp., a corporation existing under the laws of the Province of British Columbia, (the “Acquiror”). WHEREAS the Seller is the legal and beneficial (as defined in Rule 13d-3 |
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| September 24, 2012 |
MANAGEMENT LOCK-UP AND SUPPORT AGREEMENT EX-10.7 9 a12-219231ex10d7.htm EX-10.7 Exhibit 10.7 EXECUTION VERSION MANAGEMENT LOCK-UP AND SUPPORT AGREEMENT THIS AGREEMENT made the 21st day of September, 2012. BETWEEN: David C. Cooke, a resident of the State of Delaware, (the “Seller”), AND: LML Acquisition Corp., a corporation existing under the laws of the Province of British Columbia, (the “Acquiror”). WHEREAS the Seller is the legal and b |
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| September 24, 2012 |
MANAGEMENT LOCK-UP AND SUPPORT AGREEMENT Exhibit 10.5 EXECUTION VERSION MANAGEMENT LOCK-UP AND SUPPORT AGREEMENT THIS AGREEMENT made the 21st day of September, 2012. BETWEEN: Greg A. MacRae, a resident in the Province of British Columbia, (the “Seller”), AND: LML Acquisition Corp., a corporation existing under the laws of the Province of British Columbia, (the “Acquiror”). WHEREAS the Seller is the legal and beneficial (as defined in Rul |
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| September 24, 2012 |
Exhibit 10.1 EXECUTION VERSION LOCK-UP AND SUPPORT AGREEMENT THIS AGREEMENT made the 21st day of September, 2012. BETWEEN: Patrick H. Gaines Keats Investments Ltd. 397389 British Columbia Ltd. (individually and collectively, the “Seller”), AND: LML Acquisition Corp., a corporation existing under the laws of the Province of British Columbia, (the “Acquiror”). WHEREAS the Seller is the legal and ben |
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| August 7, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2012 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 000-24643 DIGI |
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| August 7, 2012 |
Exhibit 10.1 THIRD OMNIBUS AMENDMENT TO MICROSOFT OPERATIONS DIGITAL DISTRIBUTION AGREEMENT AMENDMENT SUMMARY AND SIGNATURE PAGES This Third Omnibus Amendment (?Amendment?) to the Microsoft Operations Digital Distribution Agreement is entered into between: Microsoft Corporation A corporation organized under the laws of the State of Washington, U.S.A. (?Microsoft?) AND Digital River, Inc. A corpora |
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| August 7, 2012 |
Exhibit 10.2 FOURTH OMNIBUS AMENDMENT TO MICROSOFT OPERATIONS DIGITAL DISTRIBUTION AGREEMENT AMENDMENT SUMMARY AND SIGNATURE PAGES This Fourth Omnibus Amendment (?Amendment?) to the Microsoft Operations Digital Distribution Agreement is entered into between: Microsoft Corporation A corporation organized under the laws of the State of Washington, U.S.A. (?Microsoft?) AND Digital River, Inc. A corpo |
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| August 6, 2012 |
EX-99.1 2 d080612b.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf |
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| August 6, 2012 |
DRIV / Digital River Inc / SAC Capital Advisors LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* DIGITAL RIVER, INC. (Name of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 25388B104 (CUSIP Number) August 3, 2012 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pur |
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| July 31, 2012 |
Exhibit 99.1 Digital River Reports Second Quarter 2012 Financial Results Announces new $100 million share repurchase authorization MINNEAPOLIS-(BUSINESS WIRE)-July 31, 2012-Digital River, Inc. (NASDAQ: DRIV), the revenue growth experts in global cloud commerce, reports its second quarter financial results and announces that its board of directors authorized a new share repurchase program of up to |
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| July 31, 2012 |
Financial Statements and Exhibits, Other Events - DIGITAL RIVER, INC. 8-K 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): July 31, 2012 DIGITAL RIVER, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-24643 41-1901640 (State or other jurisdiction of incorporation) (Commission File |
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| July 26, 2012 |
DRIV / Digital River Inc / VEPF III AIV V, L.P. - SC 13D Activist Investment SC 13D 1 a12-166561sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 DIGITAL RIVER, INC. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 25388B104 (CUSIP Number) Kirkland & Ellis LLP 555 California Street San Francisco, CA 94104 Attn: David Breach Jeffrey Golden (41 |
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| July 26, 2012 |
Exhibit 99.2 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each of VEPF III AIV V, L.P., Vista Equity Partners Fund III GP, LLC, VEFIIGP, LLC and Robert F. Smith (each, a “Grantor”) has made, constituted and appointed, and by these presents does make, constitute and appoint, John Warnken-Brill (“Attorney”), the true and lawful agent and attorney-in-fact, with full power of substitutio |
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| July 26, 2012 |
Exhibit 99.3 60-DAY TRADING DATA Date Price VEPF III AIV V, L.P. 6/29/2012 $ 16.403 1,772,946 (1)(2) 7/16/2012 $ 16.380 302 7/16/2012 $ 16.390 1,200 7/16/2012 $ 16.400 1,200 7/16/2012 $ 16.405 100 7/16/2012 $ 16.410 1,100 7/16/2012 $ 16.420 1,100 7/16/2012 $ 16.425 500 7/16/2012 $ 16.430 800 7/16/2012 $ 16.435 100 7/16/2012 $ 16.440 1,260 7/16/2012 $ 16.450 800 7/16/2012 $ 16.455 300 7/16/2012 $ 1 |
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| July 26, 2012 |
Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock, par value $0.01 per share, of Digital River, Inc., a |
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| June 1, 2012 |
Submission of Matters to a Vote of Security Holders - FORM 8-K Form 8-K 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, 2012 DIGITAL RIVER, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-24643 41-1901640 (State or other jurisdiction (Commission (IRS Employer o |
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| May 9, 2012 |
Regulation FD Disclosure, Entry into a Material Definitive Agreement - FORM 8-K Form 8-K 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 8, 2012 DIGITAL RIVER, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-24643 41-1901640 (State or other jurisdiction of incorporation) (Commissio |
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| May 8, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2012 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 000-24643 DIGITAL RIVER, INC. ( |
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| May 8, 2012 |
CHANGE OF CONTROL AND SEVERANCE AGREEMENT STEFAN B. SCHULZ EX-10.2 3 d314445dex102.htm CHANGE OF CONTROL AND SEVERANCE AGREEMENT - STEFAN B. SCHULZ CHANGE OF CONTROL AND SEVERANCE AGREEMENT STEFAN B. SCHULZ This Agreement is made effective as of April 1, 2012 between Digital River, Inc., a Delaware corporation (the “Company”), with its principal administrative office at 10380 Bren Road West, Minnetonka, MN 55343, and Stefan B. Schulz (the “Executive”). WH |
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| May 8, 2012 |
DRIV / Digital River Inc / SOROS FUND MANAGEMENT LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* DIGITAL RIVER, INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 25388B104 (CUSIP Number) May 4, 2012 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi |
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| May 8, 2012 |
Exhibit 10.1 OFFICE LEASE AGREEMENT HQ, L.L.C., as Landlord, and DIGITAL RIVER, INC., as Tenant. Minnetonka, Minnesota TABLE OF CONTENTS ARTICLE 1 LEASE OF PREMISES AND LEASE TERM 3 1.1 Premises 3 1.2 Term, Delivery and Commencement 3 1.2.1 Commencement and Expiration of Term 3 1.2.2 Tender of Possession 3 1.2.3 Commencement Date Memorandum 4 1.2.4 Early Occupancy 4 1.2.5 Renewal Term 4 ARTICLE 2 |
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| May 3, 2012 |
Financial Statements and Exhibits 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 3, 2012 DIGITAL RIVER, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-24643 41-1901640 (State or other jurisdiction of incorporation) (Commission File Nu |
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| May 3, 2012 |
Digital River Reports First Quarter 2012 Financial Results Exhibit 99.1 Digital River Reports First Quarter 2012 Financial Results MINNEAPOLIS-(BUSINESS WIRE)-May 3, 2012-Digital River, Inc. (NASDAQ: DRIV), the revenue growth experts in global cloud commerce, reports its first quarter financial results. First Quarter Ended March 31, 2012 GAAP Results First quarter revenue totaled $102.4 million, compared to $98.2 million during the same period in 2011. Th |
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| April 18, 2012 |
Definitive Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to § 240. |
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| March 29, 2012 |
DRIV / Digital River Inc / SOROS FUND MANAGEMENT LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* DIGITAL RIVER, INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 25388B104 (CUSIP Number) March 19, 2012 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w |
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| March 6, 2012 |
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): February 29, 2012 Digital River, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-24643 41-1901640 (State or other jurisdiction of incorporation) (Commission F |
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| February 27, 2012 |
EXHIBIT 21.1 Subsidiaries of Digital River, Inc. Subsidiaries State or Jurisdiction of Incorporation BlueHornet Networks, Inc. California CCNow, Inc. Minnesota CustomCD, Inc. Delaware CustomCD.de GmbH Germany Digital River do Brasil Servicos Administrativos Limitada Brazil Digital River Trading (Shanghai) Co., Ltd. China Digital River (Cyprus) Limited Cyprus Digital River Education Services, Inc. |
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| February 27, 2012 |
Computation of Ratio of Earnings EXHIBIT 12.1 Digital River, Inc. Computation of Ratio of Earnings to Fixed Charges Years ended December 31, 2011 2010 2009 2008 2007 Income from operations $ 20,450 $ 12,993 $ 63,501 $ 71,571 $ 73,914 Add: Fixed charges(1) 9,880 2,438 6,092 3,569 3,331 Earnings as defined 30,330 15,431 69,593 75,140 77,245 Fixed charges(1) $ 9,880 $ 2,438 $ 6,092 $ 3,569 $ 3,331 Ra |
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| February 27, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011. OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-24643 DIGITAL RIVER, INC. (Exact n |
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| February 14, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Digital River Inc (Name of Issuer) COM (Title of Class of Securities) 25388B104 (CUSIP Number) 12/31/11 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: x Ru |
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| February 8, 2012 |
DRIV / Digital River Inc / VANGUARD GROUP INC Passive Investment digitalriverinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.:0 )* Name of issuer: Digital River Inc Title of Class of Securities: Common Stock CUSIP Number: 25388B104 Date of Event Which Requires Filing of this Statement: December 31, 2011 Check the appropriate box to |
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| February 2, 2012 |
Exhibit 99.1 Digital River Reports Fourth Quarter and Full Year 2011 Financial Results Company hits record fourth quarter revenue level MINNEAPOLIS-(BUSINESS WIRE)-February 2, 2012-Digital River, Inc. (NASDAQ: DRIV), the revenue growth experts in global cloud commerce, reports its fourth quarter and full year 2011 financial results. Fourth Quarter and Full Year Ended Dec. 31, 2011, Financial Resul |
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| February 2, 2012 |
Financial Statements and Exhibits - DIGITAL RIVER, INC. 8-K 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): February 2, 2012 DIGITAL RIVER, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-24643 41-1901640 (State or other jurisdiction of incorporation) (Commission Fi |
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| December 5, 2011 |
Exhibit 24 POWER OF ATTORNEY The undersigned hereby constitutes and appoints Thomas M. |
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| December 5, 2011 |
TIM PAWLENTY JOINS DIGITAL RIVER’S BOARD OF DIRECTORS EXHIBIT 99.1 PRESS RELEASE DATED DECEMBER 5, 2011 Investor Relations Contact: Media Relations Contact: Ed Merritt Kristin McKenzie Vice President, Investor Relations Senior Manager, Corporate Communications [email protected] [email protected] +1 952-225-3362 +1 952-225-3718 TIM PAWLENTY JOINS DIGITAL RIVER?S BOARD OF DIRECTORS MINNEAPOLIS, Dec. 5, 2011 - Digital River, In |
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| December 5, 2011 |
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): December 1, 2011 Digital River, Inc. (Exact name of registrant as specified in charter) Delaware 000-24643 41-1901640 (State or other jurisdiction of incorporation) (Commission File N |
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| November 4, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2011 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 000-24643 |
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| October 27, 2011 |
EX-99.1 2 a50047105-ex991.htm EXHIBIT 99.1 Exhibit 99.1 Digital River Reports Third Quarter 2011 Financial Results Revenue increased 12% on a year-over-year basis MINNEAPOLIS-(BUSINESS WIRE)-October 27, 2011-Digital River, Inc. (NASDAQ: DRIV), a leading provider of global e-commerce solutions, reports its third quarter financial results. Third Quarter Ended Sept. 30, 2011 GAAP Results Third quarte |
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| October 27, 2011 |
Financial Statements and Exhibits 8-K 1 a50047105.htm DIGITAL RIVER, INC. 8-K 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 27, 2011 DIGITAL RIVER, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-24643 41-1901640 (State or other j |
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| September 7, 2011 |
Digital River Authorizes $100 Million Share Repurchase Program Exhibit 99.1 FOR IMMEDIATE RELEASE Investor Relations Contact: Media Relations Contact: Ed Merritt Gerri Dyrek Vice President, Investor Relations Group Vice President, Corporate Communications [email protected] [email protected] +1 952-225-3362 +1 952-225-3719 Digital River Authorizes $100 Million Share Repurchase Program MINNEAPOLIS, Sept. 7, 2011 ? Digital River, Inc. (NAS |
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| September 7, 2011 |
e8vk 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): September 7, 2011 DIGITAL RIVER, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 000-24643 (Commission File Nu |
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| August 10, 2011 |
Exhibit 24 POWER OF ATTORNEY The undersigned hereby constitutes and appoints Thomas M. |
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| August 5, 2011 |
Exhibit 99.1 DIGITAL RIVER, INC. AMENDED AND RESTATED 2007 EQUITY INCENTIVE PLAN INITIALLY ADOPTED: APRIL 4, 2007 INITIALLY APPROVED BY STOCKHOLDERS: MAY 31, 2007 AMENDED AND RESTATED: MARCH 5, 2009 AMENDMENTS APPROVED BY STOCKHOLDERS: MAY 28, 2009 AMENDED AND RESTATED: MARCH 16, 2011 AMENDMENTS APPROVED BY STOCKHOLDERS: JUNE 2, 2011 1. PURPOSES. (a) Eligible Stock Award Recipients. The persons el |
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| August 5, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2011 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 000-24643 DIGI |
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| August 5, 2011 |
EX-99.2 5 dex992.htm AMENDED AND RESTATED 2011 EMPLOYEE STOCK PURCHASE PLAN Exhibit 99.2 DIGITAL RIVER, INC. AMENDED AND RESTATED 2011 EMPLOYEE STOCK PURCHASE PLAN APPROVED BY THE BOARD OF DIRECTORS: MARCH 16, 2011 APPROVED BY STOCKHOLDERS: JUNE 2, 2011 1. PURPOSE. (a) The purpose of this Amended and Restated 2011 Employee Stock Purchase Plan (the “Plan”) is to provide a means by which employees o |
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| August 5, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DIGITAL RIVER, INC. (Exact name of registrant as specified in its charter) Delaware 41-1901640 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 9625 West 76th Street Eden Prairie, Minnesota 55344 (952) 253-1234 ( |
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| August 4, 2011 |
August 4, 2011 VIA EDGAR AND FACSIMILE Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D. |
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| July 28, 2011 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) 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 2, 2011 DIGITAL RIVER, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-24643 41-1901640 (State or other jurisdiction of incorporation |
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| July 28, 2011 |
Digital River Reports Second Quarter 2011 Financial Results Exhibit 99.1 Digital River Reports Second Quarter 2011 Financial Results MINNEAPOLIS-(BUSINESS WIRE)-July 28, 2011-Digital River, Inc. (NASDAQ: DRIV), a leading provider of global e-commerce solutions, reports its second quarter financial results. Second Quarter Ended June 30, 2011 GAAP Results Second quarter revenue totaled $92.5 million, in line with management?s guidance. This compared to reven |
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| July 28, 2011 |
Financial Statements and Exhibits 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): July 28, 2011 DIGITAL RIVER, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-24643 41-1901640 (State or other jurisdiction of incorporation) (Commission File |
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| July 13, 2011 |
Form 8-K 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): July 8, 2011 Digital River, Inc. (Exact name of registrant as specified in charter) Delaware 000-24643 41-1901640 (State or other jurisdiction of incorporation) (Commission F |
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| July 13, 2011 |
Digital River Appoints Stefan Schulz CFO Exhibit 99.1 Media Relations Contact: Investor Relations Contact: Gerri Dyrek Ed Merritt Group Vice President, Corporate Communications Vice President, Investor Relations [email protected] [email protected] +1 952-253-1234, ext. 38396 +1 952-540-3362 Digital River Appoints Stefan Schulz CFO MINNEAPOLIS ? July 13, 2011 ? Digital River, Inc. (NASDAQ: DRIV), a leading provider |
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| June 20, 2011 |
Kevin L. Crudden General Counsel (952) 540-3050 Phone (952) 674-4444 Fax [email protected] Email June 20, 2011 VIA EDGAR AND FACSIMILE Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Mail Stop 4561 Attn: Stephen G. Krikorian, Accounting Branch Chief Re: Digital River, Inc. Form 10-K for Fiscal Year Ended December 31, 2010 Filed Feb |
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| June 9, 2011 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 2, 2011 DIGITAL RIVER, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-24643 41-1901640 (State or other jurisdiction of incorporation |
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| June 6, 2011 |
e8vk 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 2, 2011 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 E |
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| May 6, 2011 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 000-24643 DIG |
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| April 28, 2011 |
Exhibit 99.1 Digital River Reports First Quarter 2011 Financial Results Increases full year revenue and earnings guidance MINNEAPOLIS-(BUSINESS WIRE)-April 28, 2011-Digital River, Inc. (NASDAQ: DRIV), a leading provider of global e-commerce solutions, reports its first quarter financial results. First Quarter Ended March 31, 2011 GAAP Results First quarter revenue totaled $98.2 million, compared t |
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| April 28, 2011 |
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): April 28, 2011 DIGITAL RIVER, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-24643 41-1901640 (State or other jurisdiction of incorporation) (Commission File |
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| April 12, 2011 |
Table of Contents SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to ? 240. |
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| March 18, 2011 |
EMPLOYMENT AGREEMENT THOMAS M. DONNELLY EX-99.2 3 c63608exv99w2.htm EX-99.2 Exhibit 99.2 EMPLOYMENT AGREEMENT THOMAS M. DONNELLY This Agreement is made effective as of March 16, 2011 between Digital River Inc., a Delaware corporation (the “Company”), with its principal administrative office at 9625 W. 76th Street, Eden Prairie, MN 55344, and Thomas M. Donnelly (the “Executive”). WHEREAS, the Executive currently serves as the Company’s C |
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| March 18, 2011 |
e8vk Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 18, 2011 |
Summary of Changes to Compensation Program for Digital River, Inc. Executive Officers EX-99.4 5 c63608exv99w4.htm EX-99.4 Exhibit 99.4 Summary of Changes to Compensation Program for Digital River, Inc. Executive Officers Compensation of Chief Executive Officer Mr. Ronning’s salary remains unchanged at $450,000 per year. The Chief Executive Officer received a grant of 151,000 performance-based shares, which will vest in accordance with the performance-based share program described b |
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| March 18, 2011 |
Summary of Compensation Program for Digital River, Inc. Non-Employee Directors Exhibit 99.3 Summary of Compensation Program for Digital River, Inc. Non-Employee Directors Under the program, non-employee directors will continue to receive cash and equity incentive compensation for their services on the Board of Directors and the Committees of the Board of Directors of Digital River, Inc. (the ?Company?). Cash Compensation: Each non-employee director receives $2,500 for each r |
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| March 18, 2011 |
Digital River Appoints CFO Tom Donnelly as President EX-99.1 2 c63608exv99w1.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Investor Relations Contact: Media Relations Contact: Ed Merritt Gerri Dyrek Vice President, Investor Relations Group Vice President, Corporate Communications [email protected] [email protected] +1 952-540-3362 +1 952-253-1234, ext. 38396 Digital River Appoints CFO Tom Donnelly as President MINNEAPOLIS — M |
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| February 24, 2011 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010. OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-24643 DIGITAL RIVER, INC. (Exact n |
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| February 24, 2011 |
EX-21.1 3 c61283exv21w1.htm EX-21.1 EXHIBIT 21.1 Subsidiaries of Digital River, Inc. State or Jurisdiction Subsidiaries of Incorporation BlueHornet Networks, Inc. California CCNow, Inc. Minnesota CustomCD, Inc. Delaware CustomCD.de GmbH Germany Digital River do Brasil Servicos Administrativos Limitada Brazil Digital River Trading (Shanghai) Co., Ltd. China Digital River (Cyprus) Limited Cyprus Dig |
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| February 24, 2011 |
exv12w1 EXHIBIT 12.1 Digital River, Inc. Computation of Ratio of Earnings to Fixed Charges Years Ended December 31, 2006 2007 2008 2009 2010 Income from operations $ 67,595 $ 73,914 $ 71,571 $ 63,501 $ 12,993 Add: Fixed charges(1) 3,240 3,331 3,569 6,092 2,438 Earnings as defined 70,835 77,245 75,140 69,593 15,431 Fixed charges(1) $ 3,240 $ 3,331 $ 3,569 $ 6,092 $ 2,438 Ratio of earnings to fixed |
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| February 16, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Digital River Inc (Name of Issuer) COM (Title of Class of Securities) 25388B104 (CUSIP Number) 12/31/10 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: x Rul |
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| February 14, 2011 |
OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2011 Estimated average burden hours per response???11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| January 27, 2011 |
Digital River Reports Fourth Quarter and Full Year 2010 Financial Results Exhibit 99.1 Digital River Reports Fourth Quarter and Full Year 2010 Financial Results MINNEAPOLIS-(BUSINESS WIRE)-January 27, 2011-Digital River, Inc. (NASDAQ: DRIV), a leading provider of global e-commerce solutions, reports its fourth quarter and full year financial results. Fourth Quarter and Full Year Ended Dec. 31, 2010 GAAP Results Fourth quarter revenue totaled $97.7 million, compared to $ |
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| January 27, 2011 |
Financial Statements and Exhibits 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): January 27, 2011 DIGITAL RIVER, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-24643 41-1901640 (State or other jurisdiction of incorporation) (Commission Fi |
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| November 2, 2010 |
Exhibit 10.1 SECOND OMNIBUS AMENDMENT TO MICROSOFT OPERATIONS DIGITAL DISTRIBUTION AGREEMENT AMENDMENT SUMMARY AND SIGNATURE PAGES This Second Omnibus Amendment (?Amendment?) to the Microsoft Operations Digital Distribution Agreement is entered into between: Microsoft Corporation A corporation organized under the laws of the State of Washington, U.S.A. (?Microsoft?) AND Digital River, Inc. A compa |
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| November 2, 2010 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2010 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 000-24643 |
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| November 1, 2010 |
Exhibit 4.1 EXECUTION VERSION DIGITAL RIVER, INC., as Issuer AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of November 1, 2010 2.00% Convertible Senior Notes due 2030 TABLE OF CONTENTS Page ARTICLE 1 Definitions; Interpretations Section 1.01. Definitions 1 Section 1.02. References to Interest 12 ARTICLE 2 Issue, Description, Execution, Registration and Exchange of Notes |
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| November 1, 2010 |
e8vk 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) Delaware (State or other jurisdiction of incorporation) 000-24643 (Commission File Num |
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| November 1, 2010 |
Exhibit 10.1 Execution Version $300,000,000 DIGITAL RIVER, INC. 2.00% CONVERTIBLE SENIOR NOTES DUE 2030 COMMON STOCK, PAR VALUE $0.01 PURCHASE AGREEMENT October 26, 2010 October 26, 2010 Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. Incorporated As Representatives of the several Initial Purchasers named in Schedule I hereto c/o Merrill Lynch, Pierce, Fenner & Smith Incorp |
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| November 1, 2010 |
Digital River Closes 2.00% Senior Convertible Notes Due 2030 EX-99.1 4 c61039exv99w1.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Investor Relations Contact: Media Relations Contact: Ed Merritt Gerri Dyrek Vice President, Investor Relations Group Vice President, Corporate Marketing [email protected] [email protected] +1 952-540-3362 +1 952-253-1234, ext. 38396 Digital River Closes 2.00% Senior Convertible Notes Due 2030 MINNEAPOLIS, |
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| October 27, 2010 |
Financial Statements and Exhibits, Other Events 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) Delaware 000-24643 41-1901640 (State or other jurisdiction of incorporation) (Commission Fi |
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| October 27, 2010 |
Digital River Announces Pricing of $300 Million in Convertible Senior Notes Due 2030 Exhibit 99.1 FOR IMMEDIATE RELEASE Investor Relations Contact: Media Relations Contact: Ed Merritt Gerri Dyrek Vice President, Investor Relations Group Vice President, Corporate Marketing [email protected] [email protected] +1 952-540-3362 +1 952-253-1234, ext. 38396 Digital River Announces Pricing of $300 Million in Convertible Senior Notes Due 2030 MINNEAPOLIS, Oct. 26, 20 |
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| October 26, 2010 |
EX-99.1 2 c60928exv99w1.htm EX-99.1 Exhibit 99.1 RISK FACTORS The risks described below are not the only ones facing our company. Additional risks not presently known to us or that we currently deem immaterial also may impair our business operations. Our business, financial condition or results of operations could be materially adversely affected by any of these risks and the value of our common s |
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| October 26, 2010 |
OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response???11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| October 26, 2010 |
e8vk 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 25, 2010 DIGITAL RIVER, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-24643 41-1901640 (State or other jurisdiction (Commission File Number) (I |
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| October 25, 2010 |
Digital River Reports Third Quarter 2010 Financial Results Exceeds revenue and earnings guidance Exhibit 99.1 Digital River Reports Third Quarter 2010 Financial Results Exceeds revenue and earnings guidance MINNEAPOLIS-(BUSINESS WIRE)-October 25, 2010-Digital River, Inc. (NASDAQ: DRIV), a leading provider of global e-commerce solutions, reports its third quarter financial results. Third Quarter Ended Sept. 30, 2010 GAAP Results Third quarter revenue totaled $85.0 million, compared to $99.4 mi |
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| October 25, 2010 |
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 25, 2010 DIGITAL RIVER, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-24643 41-1901640 (State or other jurisdiction of incorporation) (Commission Fi |
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| October 25, 2010 |
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 25, 2010 DIGITAL RIVER, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-24643 41-1901640 (State or other jurisdiction of incorporation) (Commission Fi |
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| October 25, 2010 |
Exhibit 99.1 Digital River Announces Proposed Offering of $250 Million in Convertible Senior Notes Due 2030 and a Share Repurchase MINNEAPOLIS-(BUSINESS WIRE)-October 25, 2010-Digital River, Inc. (NASDAQ: DRIV), a leading provider of global e-commerce solutions, announced that it intends to offer, subject to market and other conditions, $250 million in aggregate principal amount of Convertible Sen |
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| October 1, 2010 |
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): September 30, 2010 DIGITAL RIVER, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 000-24643 (Commission File Number |
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| September 1, 2010 |
Entry into a Material Definitive Agreement 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): August 30, 2010 Digital River, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 000-24643 (Commission File Number) 41-19 |
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| August 19, 2010 |
Exhibit 10.28 AMENDMENT TO MICROSOFT OPERATIONS DIGITAL DISTRIBUTION AGREEMENT Certain confidential information contained in this document, marked by asterisks, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. AMENDMENT SUMMARY AND SIGNATURE PAGES This Amendment (?Amendment?) to the Microsof |
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| August 19, 2010 |
e10vkza Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
