##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K/A
 (Amendment No. 1)
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2009.
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
 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. EmployerIncorporation or organization)
    
    Identification No.)
 9625 WEST 76TH STREET
EDEN PRAIRIE, MINNESOTA 55344  (Address of principal executive offices)
 (952) 253-1234  (Registrants telephone number, including area code)
 Securities registered pursuant to Section 12(b) of the Act:
    
    Name of each Exchange on which registered:Common Stock $0.01 par value
    
    Nasdaq Global Select Market
 Securities registered pursuant to Section 12(g) of the Act:
None
 þ o
 o þ
 þ o
 o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




---



##### 



DIGITAL RIVER, INC.
 FORM 10-K/A
Fiscal Year Ended December 31, 2009
 TABLE OF CONTENTS
 
 PART IV
    
    4Item 15. Exhibits and Financial Statement Schedules
    
    
    4Signatures
    
    
    7Exhibit Index
    
    
    8EX-10.25EX-10.26EX-10.27EX-10.28EX-31.1EX-31.2
  2




---



##### Table of Contents



EXPLANATORY NOTE
   3




---



##### Table of Contents



PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
  Financial Statements.
  Report of Independent Registered Public Accounting Firm
    
    
    55Consolidated Balance Sheets
    
    
    56Consolidated Statements of Income
    
    
    57Consolidated Statements of Stockholders Equity
    
    
    58Consolidated Statements of Cash Flows
    
    
    59Notes to Consolidated Financial Statements
    
    
    60
 Financial Statement Schedules.
  ( Exhibits
 ExhibitNumber
    
    Description of Document3.1(2)
    
    Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect.3.2(4)
    
    Amended and Restated Bylaws of the Registrant, as currently in effect.4.1(5)
    
    Specimen Stock Certificate.4.2(9)
    
    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 Note.10.1(5)
    
    Form of Indemnity Agreement between Registrant and each of its directors and executive
officers.10.3(5)
    
    Consent to Assignment and Assumption of Lease dated April 22, 1998, by and between CSM
Investors, Inc., IntraNet Integration Group, Inc. and Registrant.10.4(3)
    
    Assignment of Lease dated April 21, 1998, by and between Intranet Integration Group, Inc.
and Registrant.10.5(3)
    
    Lease Agreement dated January 18, 2000, between Property Reserve, Inc. and Registrant.10.6(4)
    
    First Amendment of Lease dated January 31, 2001, to that certain Lease dated April 24,
1996, between CSM Investors, Inc. and Registrant (as assignee of Intranet Integration
Group, Inc.).10.7(6)
    
    1998 Stock Option Plan, as amended and superseded by Exhibit 10.18.*10.8(7)
    
    1999 Stock Option Plan, formerly known as the 1999 Non-Officer Stock Option Plan, as
amended and superseded by Exhibit 10.18.*10.9(6)
    
    2000 Employee Stock Purchase Plan, as amended, and offering.*10.11(8)
    
    Second Amendment of Lease dated April 22, 2002, to that certain Lease dated April 24, 1996,
between CSM Investors, Inc. and Registrant (as assignee of Intranet Integration Group,
Inc.) as amended.10.12(8)
    
    Second Amendment of Lease dated April 28, 2003, to that certain Lease dated January 18,
2000, between Property Reserve Inc. and Registrant.10.15(9)
    
    Registration Rights Agreement dated as of June 1, 2004, between Digital River, Inc. and the
initial purchasers of Senior Convertible Notes due January 1, 2024.10.16(13)
    
    Summary of Compensation Program for Non-Employee Directors.10.17(14)
    
    Second Amended and Restated Symantec Online Store Agreement, by and among Symantec
Corporation, Symantec Limited, Digital River, Inc. and Digital River Ireland Limited
effective April 1, 2006. 
 4




---



##### Table of Contents



ExhibitNumber
    
    Description of Document10.18(10)
    
    1998 Equity Incentive Plan (formerly known as 1998 Stock Option Plan).*10.19(13)
    
    Amended and Restated Employment Agreement for Joel A. Ronning.*10.20(13)
    
    Change of Control and Severance Agreement for Thomas M. Donnelly.*10.21(11)
    
    Form of Amendment to Non-Qualified Stock Option Agreement.*10.22(12)
    
    Inducement Equity Incentive Plan.*10.23(15)
    
    2007 Equity Incentive Plan.*10.24(13)
    
    Change of Control and Severance Agreement for Kevin L. Crudden.*10.25++
    
    Microsoft Operations Digital Distribution Agreement, by and among Digital River,
Inc. and Microsoft Corporation effective September 1, 2006. 10.26++
    
    Direct Reseller Addendum to the Microsoft Operations Digital Distribution
Agreement, by and among Digital River, Inc. and Microsoft Corporation effective
September 1, 2006. 10.27++
    
    Omnibus Amendment to the Microsoft Operations Digital Distribution Agreement, by
and among Digital River, Inc. and Microsoft Corporation effective October 4,
2007. 10.28++
    
    Amendment to the Microsoft Operations Digital Distribution Agreement, by and
among Digital River, Inc. and Microsoft Corporation effective December 2, 2008. 10.29(16)
    
    Amendment to the Microsoft Operations Digital Distribution Agreement, by and
among Digital River, Inc. and Microsoft Corporation effective September 9, 2009.
12.1(16)
    
    Computation of Ratio of Earnings to Fixed Charges.21.1(16)
    
    Subsidiaries of Digital River, Inc.23.1(16)
    
    Consent of Independent Registered Public Accounting Firm, dated February 23, 2009.24.1(16)
    
    Power of Attorney, pursuant to which amendments to this Annual Report on Form
10-K may be filed, is included on the signature pages of this Annual Report on
Form 10-K.31.1++
    
    Certification of Digital River, Inc.s Chief Executive Officer, pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.31.2++
    
    Certification of Digital River, Inc.s Chief Financial Officer, pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.32(16)
    
    Certification of Digital River, Inc.s Chief Executive Officer and Chief
Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 ++
    
    Filed herewith.*
    
    Management contract or compensatory plan.
    
    Confidential treatment has been requested for portions of this agreement, which
portions have been filed separately with the SEC.(1)
    
    Incorporated by reference from the Companys Current Report on Form 8-K filed on May 4, 2004.(2)
    
    Incorporated by reference from the Companys Current Report on Form 8-K filed on June 1,
2006. 5




---



##### Table of Contents



(3)
    
    Incorporated by reference from the Companys Annual Report on Form 10-K for the year ended
December 31, 1999, filed on March 30, 2000.(4)
    
    Incorporated by reference from the Companys Annual Report on Form 10-K for the year ended
December 31, 2000, filed on March 27, 2001.(5)
    
    Incorporated by reference from the Companys Registration Statement on Form S-1 (File No.
333-56787), declared effective on August 11, 1998.(6)
    
    Incorporated by reference from the Companys Registration Statement on Form S-8 (File No.
333-105864) filed on June 5, 2003.(7)
    
    Incorporated by reference from the Companys Quarterly Report on Form 10-Q for the quarter
ended June 30, 2003, filed on August 14, 2003.(8)
    
    Incorporated by reference from the Companys Quarterly Report on Form 10-Q for the quarter
ended March 31, 2003, filed on May 15, 2003.(9)
    
    Incorporated by reference from the Companys Current Report on Form 8-K filed on July 13,
2004.(10)
    
    Incorporated by reference from the Companys Current Report on Form 8-K filed on May 31,
2005.(11)
    
    Incorporated by reference from the Companys Quarterly Report on Form 10-Q for the quarter
ended June 30, 2005, filed on August 9, 2005.(12)
    
    Incorporated by reference from the Companys Current Report on Form 8-K filed on December 20,
2005.(13)
    
    Incorporated by reference from the Companys Current Report on Form 8-K filed on March 10,
2008.(14)
    
    Incorporated by reference from the Companys Annual Report on Form 10-K for the year ended
December 31, 2006, filed on March 1, 2007.(15)
    
    Incorporated by reference from the Companys Annual Report on Form 10-K for the year ended
December 31, 2007, filed on February 29, 2008.(16)
    
    Incorporated by reference from the Companys Annual Report on Form 10-K for the year ended
December 31, 2009, filed on February 23, 2010. 6




---



##### Table of Contents



SIGNATURES
  DIGITAL RIVER, INC.By:
    /s/ Joel A. RonningJoel A. RonningChief Executive Officer  7




---



##### Table of Contents



Exhibit Index
 ExhibitNumber
    
    Description of Document3.1(2)
    
    Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect.3.2(4)
    
    Amended and Restated Bylaws of the Registrant, as currently in effect.4.1(5)
    
    Specimen Stock Certificate.4.2(9)
    
    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 Note.10.1(5)
    
    Form of Indemnity Agreement between Registrant and each of its directors and executive officers.10.3(5)
    
    Consent to Assignment and Assumption of Lease dated April 22, 1998, by and between CSM
Investors, Inc., IntraNet Integration Group, Inc. and Registrant.10.4(3)
    
    Assignment of Lease dated April 21, 1998, by and between Intranet Integration Group, Inc. and
Registrant.10.5(3)
    
    Lease Agreement dated January 18, 2000, between Property Reserve, Inc. and Registrant.10.6(4)
    
    First Amendment of Lease dated January 31, 2001, to that certain Lease dated April 24, 1996,
between CSM Investors, Inc. and Registrant (as assignee of Intranet Integration Group, Inc.).10.7(6)
    
    1998 Stock Option Plan, as amended and superseded by Exhibit 10.18.*10.8(7)
    
    1999 Stock Option Plan, formerly known as the 1999 Non-Officer Stock Option Plan, as amended
and superseded by Exhibit 10.18.*10.9(6)
    
    2000 Employee Stock Purchase Plan, as amended, and offering.*10.11(8)
    
    Second Amendment of Lease dated April 22, 2002, to that certain Lease dated April 24, 1996,
between CSM Investors, Inc. and Registrant (as assignee of Intranet Integration Group, Inc.) as
amended.10.12(8)
    
    Second Amendment of Lease dated April 28, 2003, to that certain Lease dated January 18, 2000,
between Property Reserve Inc. and Registrant.10.15(9)
    
    Registration Rights Agreement dated as of June 1, 2004, between Digital River, Inc. and the
initial purchasers of Senior Convertible Notes due January 1, 2024.10.16(13)
    
    Summary of Compensation Program for Non-Employee Directors.10.17(14)
    
    Second Amended and Restated Symantec Online Store Agreement, by and among Symantec Corporation,
Symantec Limited, Digital River, Inc. and Digital River Ireland Limited effective April 1,
2006. 10.18(10)
    
    1998 Equity Incentive Plan (formerly known as 1998 Stock Option Plan).*10.19 (13)
    
    Amended and Restated Employment Agreement for Joel A. Ronning.*10.20(13)
    
    Change of Control and Severance Agreement for Thomas M. Donnelly.*10.21(11)
    
    Form of Amendment to Non-Qualified Stock Option Agreement.*10.22(12)
    
    Inducement Equity Incentive Plan.*
 8




---



##### Table of Contents



ExhibitNumber
    
    Description of Document10.23(15)
    
    2007 Equity Incentive Plan.*10.24(13)
    
    Change of Control and Severance Agreement for Kevin L. Crudden.*10.25++
    
    Microsoft Operations Digital Distribution Agreement, by and among Digital River, Inc. and
Microsoft Corporation effective September 1, 2006. 10.26++
    
    Direct Reseller Addendum to the Microsoft Operations Digital Distribution Agreement, by and
among Digital River, Inc. and Microsoft Corporation effective September 1, 2006. 10.27++
    
    Omnibus Amendment to the Microsoft Operations Digital Distribution Agreement, by and among
Digital River, Inc. and Microsoft Corporation effective October 4, 2007. 10.28++
    
    Amendment to the Microsoft Operations Digital Distribution Agreement, by and among Digital
River, Inc. and Microsoft Corporation effective December 2, 2008. 10.29(16)
    
    Amendment to the Microsoft Operations Digital Distribution Agreement, by and among Digital
River, Inc. and Microsoft Corporation effective September 9, 2009. 12.1(16)
    
    Computation of Ratio of Earnings to Fixed Charges.21.1(16)
    
    Subsidiaries of Digital River, Inc.23.1(16)
    
    Consent of Independent Registered Public Accounting Firm, dated February 23, 2009.24.1(16)
    
    Power of Attorney, pursuant to which amendments to this Annual Report on Form 10-K may be
filed, is included on the signature pages of this Annual Report on Form 10-K.31.1++
    
    Certification of Digital River, Inc.s Chief Executive Officer, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2++
    
    Certification of Digital River, Inc.s Chief Financial Officer, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32(16)
    
    Certification of Digital River, Inc.s Chief Executive Officer and Chief Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 ++
    
    Filed herewith.*
    
    Management contract or compensatory plan.
    
    Confidential treatment has been requested for portions of this agreement, which
portions have been filed separately with the SEC.(1)
    
    Incorporated by reference from the Companys Current Report on Form 8-K filed on May 4, 2004.(2)
    
    Incorporated by reference from the Companys Current Report on Form 8-K filed on June 1,
2006.(3)
    
    Incorporated by reference from the Companys Annual Report on Form 10-K for the year ended
December 31, 1999, filed on March 30, 2000.(4)
    
    Incorporated by reference from the Companys Annual Report on Form 10-K for the year ended
December 31, 2000, filed on March 27, 2001.(5)
    
    Incorporated by reference from the Companys Registration Statement on Form S-1 (File No.
333-56787), declared effective on August 11, 1998. 9




---



##### Table of Contents



(6)
    
    Incorporated by reference from the Companys Registration Statement on Form S-8 (File No.
333-105864) filed on June 5, 2003.(7)
    
    Incorporated by reference from the Companys Quarterly Report on Form 10-Q for the quarter
ended June 30, 2003, filed on August 14, 2003.(8)
    
    Incorporated by reference from the Companys Quarterly Report on Form 10-Q for the quarter
ended March 31, 2003, filed on May 15, 2003.(9)
    
    Incorporated by reference from the Companys Current Report on Form 8-K filed on July 13,
2004.(10)
    
    Incorporated by reference from the Companys Current Report on Form 8-K filed on May 31,
2005.(11)
    
    Incorporated by reference from the Companys Quarterly Report on Form 10-Q for the quarter
ended June 30, 2005, filed on August 9, 2005.(12)
    
    Incorporated by reference from the Companys Current Report on Form 8-K filed on December 20,
2005.(13)
    
    Incorporated by reference from the Companys Current Report on Form 8-K filed on March 10,
2008.(14)
    
    Incorporated by reference from the Companys Annual Report on Form 10-K for the year ended
December 31, 2006, filed on March 1, 2007.(15)
    
    Incorporated by reference from the Companys Annual Report on Form 10-K for the year ended
December 31, 2007, filed on February 29, 2008.(16)
    
    Incorporated by reference from the Companys Annual Report on Form 10-K for the year ended
December 31, 2009, filed on February 23, 2010. 10