**UNITED STATES SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

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**FORM 10-Q/A**

 

**(Amendment No. 1)**

 

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**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**

 

**DIGITAL RIVER, INC.**

(Exact name of registrant as specified in its charter)

 

| **DELAWARE**                    | ** ** | **41-1901640**         |
|---------------------------------|------------|------------------------|
| (State or other jurisdiction of |       | (I.R.S. Employer       |
| incorporation or organization)  |       | Identification Number) |

 

**10380 BREN ROAD WEST MINNETONKA, MINNESOTA 55343** (Address of principal executive offices)

 

**(952) 253-1234** (Registrant’s telephone number, including area code)

 

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to filing requirements for the past 90 days.  Yes  x  No  o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  x  No  o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Exchange Act Rule 12b-2). See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

| Large   accelerated filer x |   | Accelerated   filer o         |
|-----------------------------|--------|-------------------------------|
|                        |   |                          |
| Non-accelerated   filer o   |   | Smaller   reporting company o |

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  o  No  x

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

The number of shares of common stock outstanding at August 7, 2012, was 35,618,269 shares.

 

 

 

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**EXPLANATORY NOTE**

 

This Amendment No. 1 on Form 10-Q/A (this “Amendment Filing”) amends  the registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2012, which was originally filed with the Securities and Exchange Commission (the “Commission”) on August 7, 2012 (the “Original Filing”). The registrant is filing this Amendment Filing for the sole purpose of revising portions of Exhibit 10.1 (the “Exhibit”) in order to disclose certain information for which confidential treatment had been requested, in response to comments made by the Commission to the registrant’s request for confidential treatment with respect to the Exhibit. The Exhibit filed with this Amendment Filing supersedes the Exhibit as previously filed as Exhibit 10.1 to the Original Filing.

 

In addition, as required by Rule 12b-15 of the Securities Exchange Act of 1934, new certifications by our principal executive officer and principal financial officer are included herein as exhibits to this Amendment. This Amendment No. 1 to the registrant’s Quarterly Report on Form 10-Q does not reflect events occurring after the Original Filing or modify or update the disclosure contained therein in any way other than as required to reflect the amendment discussed above.

 

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**PART II.  OTHER INFORMATION**

**Item 6.  Exhibits**

 

Exhibits

 

See exhibits listed under the Exhibit Index below.

 

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SIGNATURES

 

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 thereunto duly authorized.

 
| Date:  | January 23, 2013 |   | DIGITAL RIVER, INC.                                  |
|--------|-----------------------|--------|-----------------------------------------------------------|
|   |                  |   |                                                      |
|   |                  |   |                                                      |
|   |                  | By:    | /s/ Stefan B. Schulz                                      |
|   |                  |   |                                                      |
|   |                  |   | Stefan B. Schulz                                          |
|   |                  |   | *Chief Financial Officer   (Principal Financial Officer)* |

 

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EXHIBIT INDEX

 
| **EXHIBIT   NUMBER** | ** ** | ** ** | **DESCRIPTION OF DOCUMENTS**                                                                                                                                                                                                                                                                                                                                                                                         |
|----------------------|------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                 |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 3.1                  | (1)        |       | Amended and Restated   Certificate of Incorporation, as amended, as currently in effect.                                                                                                                                                                                                                                                                                                                                       |
| 3.2                  | (2)        |       | Amended and Restated   Bylaws, as currently in effect.                                                                                                                                                                                                                                                                                                                                                                         |
| 4.1                  | (3)        |       | Specimen of Common Stock   Certificate.                                                                                                                                                                                                                                                                                                                                                                                        |
| 4.2                  | (4)        |       | Indenture dated as of   June 1, 2004 between Digital River, Inc. and Wells Fargo Bank, N.A.   as trustee, including therein the form of the 2004 Note.                                                                                                                                                                                                                                                               |
| 4.3                  | (5)        |       | Indenture dated as of   November 1, 2010, between Digital River, Inc. and Wells Fargo Bank,   N.A. as trustee, including therein the form of the 2010 Note.                                                                                                                                                                                                                                                          |
| 10.1                 | ‡     |       | Third Ominibus Amendment   to the Microsoft Operations Digital Distribution Agreement, by and among   Digital River, Inc. and Microsoft Corporation effective May 8,   2012.                                                                                                                                                                                                                                         |
| 10.2                 | ‡     |       | Fourth Omnibus Amendment   to the Microsoft Operations Digital Distribution Agreement, by and among   Digital River, Inc. and Microsoft Corporation effective June 30,   2012.                                                                                                                                                                                                                                       |
| 31.1                 |       |       | Certification pursuant to   Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                |
| 31.2                 |       |       | Certification pursuant to   Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                |
| 32.1                 |       |       | Certification pursuant to   Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                |
| 32.2                 |       |       | Certification pursuant to   Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                |
| 101                  | **         |       | The following financial information from Digital River, Inc.’s   Quarterly Report on Form 10-Q for the period ended June 30, 2012,   formatted in Extensible Business Reporting Language (XBRL):   (i) Consolidated Balance Sheets, (ii) Consolidated Statements of   Operations, (iii) Consolidated Statements of Cash Flows, and   (iv) Notes to Consolidated Financial Statements.* |

 

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| (1)    |   | Filed as an exhibit to the   Company’s Current Report on Form 8-K, filed on June 1, 2006, and   incorporated herein by reference.                                                                                                                                                                                                                                                                                                                                                                                         |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2)    |   | Filed as an exhibit to our   Annual Report on Form 10-K for the year ended December 31, 2000,   filed on March 27, 2001, and incorporated herein by reference.                                                                                                                                                                                                                                                                                                                                                            |
| (3)    |   | Filed as an exhibit to our   Registration Statement on Form S-1, File No. 333-56787, declared   effective on August 11, 1998, and incorporated herein by reference.                                                                                                                                                                                                                                                                                                                                                       |
| (4)    |   | Incorporated by reference   from the Company’s Current Report on Form 8-K filed on July 13,   2004.                                                                                                                                                                                                                                                                                                                                                                                                                       |
| (5)    |   | Filed as an exhibit to the   Company’s Current Report on Form 8-K filed on November 1, 2010, and   incorporated herein by reference.                                                                                                                                                                                                                                                                                                                                                                                      |
| *      |   | Pursuant to Rule 406T   of Regulation S-T, the XBRL related information in Exhibit 101 to this   Quarterly Report on Form 10-Q shall not be deemed to be “filed” for   purposes of Section 18 of the Exchange Act, or otherwise subject to the   liability of that section, and shall not be deemed part of a registration statement,   prospectus or other document filed under the Securities Act or the Exchange   Act, except as shall be expressly set forth by specific reference in such   filings. |
| ‡ |   | Portions of this agreement have been redacted pursuant to a request   for confidential treatment. Refer to Staff Legal Bulletin No. 1A   (February 28, 1997) section II.D.5.                                                                                                                                                                                                                                                                                                                                                   |
| **     |   | Filed as part of the Original Filing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |

 

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