Washington, D.C. 20549








Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): June 15, 2005



Digital River, Inc.

(Exact name of registrant as specified in charter)







(State or other jurisdiction
of incorporation)


File Number)


(IRS Employer
Identification No.)




9625 West 76th Street, Suite 150, Eden Prairie, MN



(Address of principal executive offices)


(Zip Code)


(952) 253-1234

Registrant’s telephone number, including area code


Not Applicable

(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


o                                    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o                                    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o                                    Pre-commencement communications pursuant to Rule 14d-2(b) under Exchange Act (17 CFR 240.14d-2(b))


o                                    Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c))




Item 1.01 Entry into a Material Definitive Agreement.


On June 15, 2005, Digital River, Inc. (the “Company”) and Symantec Corporation and Symantec Limited (together “Symantec”) each signed Amendment No. 11 (the “Amendment”) to the Amended and Restated Authorized Symantec Electronic Reseller for Shop Symantec Agreement (the “Agreement”).  Pursuant to the Agreement, the Company has been appointed as an electronic reseller of certain Symantec products and is authorized to market, distribute and sell these products.  In addition, the Company provides customer support and other services in connection with resales of Symantec products.  The Amendment extends the term of the Agreement to July 1, 2008 and addresses pricing modifications and the addition, subject to the occurrence of specified conditions, of certain other software products.  A copy of the Agreement has been previously filed as Exhibit 10.18 to the Company’s current report on Form 8-K filed on June 15, 2005.






Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.



Digital River, Inc.




Date: June 20, 2005


/s/ Carter D. Hicks








Carter D. Hicks




Chief Financial Officer