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 22, 2006
Digital River, Inc.
(Exact name of registrant as specified in charter)
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Delaware
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000-24643
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41-1901640 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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9625 West 76th Street, Suite 150, Eden Prairie, MN
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55344 |
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(Address of principal executive offices)
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(Zip Code) |
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(952) 253-1234
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Registrants telephone number, including area code
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Not Applicable
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(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o Pre-commencement communications pursuant to Rule 14d-2(b) under Exchange Act (17 CFR 240.14d-2(b)) |
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o Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 8.01 Other Events.
DDR Holdings, LLC has brought a claim against us and several other defendants regarding United
States Patents No. 6,629,135 and 6,993,572, which are owned by DDR Holdings. These patents claim
e-commerce outsourcing systems and methods relating to the provision of outsourced e-commerce
support pages having a common look and feel with a hosts website. The case was filed in the U.S.
District Court for the Eastern District of Texas on January 31, 2006. The complaint seeks
injunctive relief, declaratory relief, damages and attorneys fees. No substantive actions have
taken place as yet in this case. We are currently evaluating our position with respect to this
patent and have not yet answered the complaint. This matter is at a very early stage, and we are
unable to predict its outcome. We intend to vigorously defend ourselves in this matter.
This 8-K contains forward looking statements, including statements about our inability to
predict the outcome of this litigation and our intent to vigorously defend ourselves. Patent
litigation is subject to risks and uncertainties, which may cause actual results to differ
materially from those expressed or implied by such forward-looking statements. Such risks and
uncertainties include the risks set forth in our Annual Report on Form 10-K for the year ended
December 31, 2005 that claims of infringement of other parties intellectual property rights could
require us to expend significant resources, enter into unfavorable licenses or require us to change
business plans.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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Digital River, Inc.
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Date: March 22, 2006 |
By: |
/s/ Thomas M. Donnelly
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Thomas M. Donnelly |
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Chief Financial Officer |
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