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 16, 2011
 GSI COMMERCE, INC.
  Delaware

0-16611

04-2958132(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer Identification No.)
 935 First Avenue, King of Prussia,
Pennsylvania

19406(Address of principal executive offices)

(Zip Code)
 610-491-7000
 Not Applicable
 (Former name or former address, if changed since last report.)
  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 the Exchange Act (17 CFR 240.14d-2(b))o

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




---



##### 



Introductory Note
  Item 1.01
    
    Entry into a Material Definitive Agreement
  Item 1.02
    
    Termination of a Material Definitive Agreement




---



##### 



Item 2.01
    
    Completion of Acquisition or Disposition of Assets
  
    
    All outstanding Common Stock that was unvested or subject to a repurchase option, risk
of forfeiture or other condition converted into a right to receive $29.25 per share in
cash, without interest and less any applicable withholding taxes, which right will remain
unvested and subject to the same repurchase option, risk of forfeiture or other condition
previously applicable to such Common Stock, and need not be paid until such time as such
repurchase option, risk of forfeiture or other condition lapses or otherwise terminates;
 
    
    Each outstanding stock option to acquire shares of Common Stock, to the extent vested
immediately prior to the Effective Time, including the options that vested contingent upon
the consummation of the merger, terminated and converted into the right to receive an
amount in cash (without interest and subject to any applicable withholding taxes) equal to (i) the number of
 shares of Common Stock underlying the option multiplied by (ii) the difference between (A)
$29.25, and (B) the exercise price per share of such option;
 
    
    Each outstanding stock option to acquire shares of Common Stock, to the extent unvested
immediately prior to the Effective Time, converted into an option to purchase eBay common
stock in an amount equal to (i) the number of shares of Common Stock underlying such
option immediately prior to the Effective Time, multiplied by (ii) a ratio (the
Conversion Ratio) equal to (A) $29.25 divided by (B) $29.77, the average of the closing
sale prices of a share of eBay common stock as reported on NASDAQ for each of the ten
consecutive trading days immediately preceding the Effective Time, rounding the resulting
number down to the nearest whole number of shares of eBay common stock;
 
    
    Each restricted stock unit of GSI, to the extent vested immediately prior to the
Effective Time, converted into the right to receive an amount in cash (subject to any
applicable withholding taxes) equal to (i) the number of shares of Common Stock underlying
the restricted stock unit multiplied by (ii) $29.25; and
 
    
    Each restricted stock unit of GSI, to the extent unvested immediately prior to the
Effective Time, converted into a restricted stock unit representing the right to receive
the number of shares of eBay common stock equal to (i) the number of shares of Common
Stock subject to such restricted stock unit immediately prior to the Effective Time,
multiplied by (ii) the Conversion Ratio, rounding down the product to the nearest whole
number of shares of eBay common stock.
 In Re GSI Commerce, Inc. Shareholder Litigation, Consol. C.A. No. 6346-VCN




---



##### 



Item 3.03
    
    Material Modification to Rights of Security Holders
  Item 5.01
    
    Changes in Control of Registrant
  Item 5.02
    
    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Agreements of Certain Officers
 (b)
  (c)




---



##### 



(d)
  (e)
  Form 8-K.
 Item 5.03
    
    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year




---



##### 



Item 9.01
    
    Financial Statements and Exhibits.
 (d)
    
    Exhibits
 2.1
    
    
    Agreement and Plan of Merger, dated as of March 27, 2011, by and among eBay Inc., Gibraltar
Acquisition Corp. and GSI Commerce, Inc. (incorporated by reference to Exhibit 2.1 to the
registrants Current Report on Form 8-K filed on March 28, 2011). The schedules and exhibits
to the Agreement and Plan of Merger are omitted pursuant to Item 601(b)(2) of Regulation S-K.
GSI agrees to furnish supplementally to the SEC, upon request, a copy of any omitted schedule
or exhibit.3.1
    
    
    Amended and Restated Certificate of Incorporation of GSI Commerce, Inc., adopted June 17,
2011.3.2
    
    
    Amended and Restated Bylaws of GSI Commerce, Inc., adopted June 17, 2011.10.1
    
    
    First Supplemental Indenture, dated as of June 17, 2011, to the Indenture, dated as of July
2, 2007, between GSI Commerce, Inc. and The Bank of New York Mellon, as trustee.10.2
    
    
    GSI Commerce, Inc. 2010 Equity Incentive Plan Performance Award Agreement for Christopher
Saridakis granted on June 16, 2011.10.3
    
    
    Separation Agreement, entered into as of June 17, 2011, by and between GSI Commerce, Inc. and
Michael R. Conn.




---



##### 



SIGNATURES
  GSI COMMERCE, INC.June 17, 2011
    By:
    /s/ Scott RosenbergName:
    Scott RosenbergTitle:
    Chief Financial Officer




---



##### 



Exhibit No.
    
    Description2.1
    
    
    Agreement and Plan of Merger, dated as of March 27, 2011, by
and among eBay Inc., Gibraltar Acquisition Corp. and GSI
Commerce, Inc. (incorporated by reference to Exhibit 2.1 to
the registrants Current Report on Form 8-K filed on March 28,
2011). The schedules and exhibits to the Agreement and Plan of
Merger are omitted pursuant to Item 601(b)(2) of Regulation
S-K. GSI agrees to furnish supplementally to the SEC, upon
request, a copy of any omitted schedule or exhibit.3.1
    
    
    Amended and Restated Certificate of Incorporation of GSI
Commerce, Inc., adopted June 17, 2011.3.2
    
    
    Amended and Restated Bylaws of GSI Commerce, Inc., adopted
June 17, 2011.10.1
    
    
    First Supplemental Indenture, dated as of June 17, 2011, to
the Indenture, dated as of July 2, 2007, between GSI Commerce,
Inc. and The Bank of New York Mellon, as trustee.10.2
    
    
    GSI Commerce, Inc. 2010 Equity Incentive Plan Performance
Award Agreement for Christopher Saridakis granted on June 16,
2011.10.3
    
    
    Separation Agreement, entered into as of June 17, 2011, by and
between GSI Commerce, Inc. and Michael R. Conn.