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DIGITAL RIVER INC /DE Form 8-K: Current report, 2014

DIGITAL RIVER INC /DE Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2014-12-29: Form 8-K; Period of report 2014-12-19; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
  • 2014-12-17: Form 8-K; Period of report 2014-12-16; Description 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events; Details 1.01.
  • 2014-12-08: Form 8-K; Period of report 2014-12-05; Description 8.01 Other Events; Details 8.01.
  • 2014-10-29: Form 8-K; Period of report 2014-10-29; Description 2.02 Results of Operations and Financial Condition; 8.01 Other Events; Details 2.02.
FiledFormPeriod of reportDescriptionDetailsDocument
2014-12-298-K2014-12-195.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On December 19, 2014, Mr. Stefan B. Schulz provided notice to Digital River, Inc. (the “Company”) that he intends to resign from his position as Chief Financial Officer of the Company for personal reasons, effective after the closing date of the Company’s previously announced and pending merger (the “Merger”) pursuant to the Agreement and Plan of Merger, dated October 23, 2014, by and among the Company, Danube Private Holdings II, LLC and Danube Private Acquisition Corp., each of which is an affiliate of Siris Capital Group, LLC.a14-26763_18k.htm
2014-12-178-K2014-12-161.01 Entry into a Material Definitive Agreement; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
8.01 On December 5, 2014, the Federal Trade Commission informed Digital River that it had granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Waiting Period”) in connection with Digital River’s proposed merger (the “Merger”) pursuant to the previously announced Agreement and Plan of Merger, dated as of October 23, 2014, by and among Digital River, Danube Private Holdings II, LLC and Danube Private Acquisition Corp. (the “Merger Agreement”).
a14-26342_18k.htm
2014-12-088-K2014-12-058.01 Other Events8.01 Digital River, Inc. (the “Company”) today announced that it has granted Microsoft Corporation (“Microsoft”) an extension from December 1, 2014 to December 19, 2014 as the deadline by which Microsoft is required to provide prior notice to the Company of its decision as to whether to elect to extend the expiration date of the Microsoft Operations Digital Distribution Agreement between the Company and Microsoft, dated September 1, 2006, as amended to date.a14-25763_18k.htm
2014-10-298-K2014-10-292.02 Results of Operations and Financial Condition; 8.01 Other Events2.02 On October 29, 2014, Digital River, Inc., a Delaware corporation (“Digital River”), issued a press release announcing its financial results for the three-month period ended September 30, 2014, guidance for Digital River’s quarter ending December 31, 2014 and year ending December 31, 2014 and certain other information.
8.01 The information contained in Item 2.02 of this report is incorporated herein by reference.
a50972385.htm
2014-10-248-K2014-10-231.01 Entry into a Material Definitive Agreement; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
8.01 On October 23, 2014, the Company issued a press release announcing its entry into the Merger Agreement and the Merger.
a14-22936_18k.htm
2014-07-308-K2014-07-302.02 Results of Operations and Financial Condition2.02 On July 30, 2014, Digital River, Inc., a Delaware corporation (“Digital River”), issued a press release announcing its financial results for the three-month period ended June 30, 2014, guidance for Digital River’s quarter ending September 30, 2014 and year ending December 31, 2014, and certain other information.a50915428.htm
2014-05-278-K2014-05-215.07 Submission of Matters to a Vote of Security Holders5.07 On May 21, 2014, Digital River, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”).a14-13490_28k.htm
2014-05-238-K2014-05-215.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On May 21, 2014, the Board of Directors of Digital River, Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee, appointed Jeffrey G. Katz as a director of the Company.a14-13490_18k.htm
2014-04-308-K2014-04-302.02 Results of Operations and Financial Condition2.02 On April 30, 2014, Digital River, Inc., a Delaware corporation (“Digital River”), issued a press release announcing its financial results for the three-month period ended March 31, 2014, guidance for Digital River’s quarter ending June 30, 2014 and year ending December 31, 2014, and certain other information.a50855047.htm
2014-03-118-K2014-03-058.01 Other Events8.01 On March 5, 2014, Digital River, Inc. (the “Company”) announced that the Company, in a privately-negotiated transaction, repurchased $150 million in aggregate principal amount of its 2.0% Senior Convertible Notes due 2030 (the “Notes”) for $153.75 million in cash, excluding accrued interest.a14-7798_18k.htm
2014-02-288-K2014-02-255.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events5.02 On February 25, 2014, the Board of Directors approved the 2014 compensation program for our non-employee directors.
8.01 The information in Item 5.02 is incorporated by reference into this Item 8.01 as if fully set forth herein.
a14-7046_18k.htm
2014-02-058-K2014-02-052.02 Results of Operations and Financial Condition2.02 On February 5, 2014, Digital River, Inc., a Delaware corporation (“Digital River”), issued a press release announcing its financial results for the three-month period and year ended December 31, 2013, guidance for Digital River’s quarter ending March 31, 2014 and year ending December 31, 2014, and certain other information.a50798231.htm