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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-K/A

(Amendment No. 1)

(Mark One)

|x |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|- |  | ----------------------------------------------------

| |  | SECURITIES EXCHANGE ACT OF 1934
| |  | -------------------------------



| |  | For the fiscal year endedDecember 28, 2002or
| |  | --------------------------------------------



| ̈ |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|- |  | --------------------------------------------------------

| |  | SECURITIES EXCHANGE ACT OF 1934
| |  | -------------------------------



| |  | For the transition period
from  to
.
| |  | ------------------------------------



Commission file number0-16611



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GSI COMMERCE, INC.

(Exact name of registrant as specified in its charter)



|DELAWARE                                                       |  | 04-2958132                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation of organization) |  | (I.R.S. employer identification no.)



1075
FIRST AVENUE, KING OF PRUSSIA, PA 19406, (610) 265-3229

(Address of principal executive offices, including zip code,
telephone number, including area code)



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Securities registered pursuant to Section 12(b) of the Act:



None



Securities registered pursuant to Section 12(g) of the Act:



Common Stock, par value $.01 per share



(Title of Class)



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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 such filing requirements for the past 90 days.  Yes  x    No ̈



Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule
12b-2).  Yes  x    No ̈



The aggregate market value of the registrants voting
stock held by non-affiliates of the registrant as of the close of business on June 28, 2002, was approximately $99,169,212.(1)There were 38,848,772 shares of the registrants Common Stock outstanding as of the close of business on April 21, 2003.



DOCUMENTS INCORPORATED BY REFERENCE

(Specific sections incorporated are identified under applicable items herein)



None.



|(1) |  | This amount equals the number of outstanding shares of the registrants Common Stock reduced by the number of shares that may be deemed beneficially owned by
the registrants officers, directors and stockholders owning in excess of 10% of the registrants Common Stock, multiplied by the last reported sale price for the registrants Common Stock on June 28, 2002. This information is
provided solely for record keeping purposes of the Securities and Exchange Commission and shall not be construed as an admission that any officer, director or 10% stockholder of the registrant is an affiliate of the registrant or is the beneficial
owner of any such shares. Any such inference is hereby disclaimed.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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TABLE OF CONTENTS



|           |  |                                                                                                |  | Page
|---------- |  | ---------------------------------------------------------------------------------------------- |  | ----
|PART II   
|          
|ITEM 5:    |  | MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS                          |  | 3   
|          
|PART III  
|          
|ITEM 10:   |  | DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                                             |  | 3   
|          
|ITEM 11:   |  | EXECUTIVE COMPENSATION                                                                         |  | 6   
|          
|ITEM 12:   |  | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |  | 8   
|          
|ITEM 13:   |  | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                                 |  | 10  
|          
|PART IV   
|          
|SIGNATURES |  | 12                                                                                            



For all
years prior to 1999, our fiscal year ended on December 31. Effective for 1999, we changed our fiscal year from the last day of December to the Saturday nearest the last day of December. Accordingly, references to fiscal 1998, fiscal 1999, fiscal
2000, fiscal 2001, fiscal 2002 and fiscal 2003 refer to the years ended December 31, 1998, January 1, 2000, December 30, 2000, December 29, 2001, December 28, 2002 and the year ending January 3, 2004.



Although we refer to the retailers, branded manufacturers,
media companies, television networks and professional sports organizations for which we develop and operate e-commerce businesses as our partners, we do not act as an agent or legal representative for any of our partners. We do not have
the power or authority to legally bind any of our partners. Similarly, our partners do not have the power or authority to legally bind us. In addition, we do not have the types of liabilities for our partners that a general partner of a partnership
would have.



EXPLANATORY NOTE



In accordance with instruction G(3) to Form 10-K, GSI
Commerce, Inc. is amending its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 26, 2003 to provide the information required in Part II, Item 5 and Part III, Items 10, 11, 12 and 13.



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PART II



ITEM 5:MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.



Market Price of and Dividends on Common Stock



The following table sets forth the high and low sales prices as reported on the Nasdaq National Market. The prices shown do not include
retail markups, markdowns or commissions.



As of
April 21, 2003, we had approximately 2,106 stockholders of record. The closing share price for our common stock on April 21, 2003, as reported on the Nasdaq National Market, was $2.28.



|                                    |  | Prices
|----------------------------------- |  | ------
|                                    |  | High  
|Fiscal Year Ended December 29, 2001 |  |       
|First Quarter                       |  | $     
|Second Quarter                      |  | $     
|Third Quarter                       |  | $     
|Fourth Quarter                      |  | $     
|Fiscal Year Ended December 28, 2002 |  |       
|First Quarter                       |  | $     
|Second Quarter                      |  | $     
|Third Quarter                       |  | $     
|Fourth Quarter                      |  | $     



We have
never declared or paid a cash dividend on our common stock. We currently intend to retain any future earnings for funding growth and, therefore, do not anticipate declaring or paying any cash dividends on our common stock for the foreseeable future.



See Part III, Item 12 for a description of our
equity compensation plans.



PART III



ITEM 10:DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT



The following table sets forth information concerning GSIs directors. Our directors are serving one-year terms ending at the 2003
Annual Meeting and until their respective successors are elected and qualified.



|Name                     |  | Age(1) |  | Position(s) Held in the Company                 |  | Director Since
|------------------------ |  | ------ |  | ----------------------------------------------- |  | --------------
|Michael G. Rubin         |  | 30     |  | Chairman, President and Chief Executive Officer |  | 1995          
|Kenneth J. Adelberg(2)   |  | 50     |  | Director                                        |  | 1995          
|M. Jeffrey Branman(2)(3) |  | 47     |  | Director                                        |  | 2001          
|Ronald D. Fisher         |  | 55     |  | Director                                        |  | 2000          
|Harvey Lamm(2)(3)        |  | 67     |  | Director                                        |  | 1998          
|Mark S. Menell(3)        |  | 38     |  | Director                                        |  | 2000          
|Michael S. Perlis(2)(3)  |  | 50     |  | Director                                        |  | 2001          
|Jeffrey F. Rayport(2)(3) |  | 43     |  | Director                                        |  | 1999          

---

|(1) |  | As of March 30, 2003.
|--- |  | ---------------------

|(2) |  | Member of Compensation Committee.
|--- |  | ---------------------------------

|(3) |  | Member of Audit Committee.
|--- |  | --------------------------



Michael G. Rubin has served as GSIs Chairman of the Board and Chief Executive Officer since July 1995 and as GSIs President
since June 2000. Mr. Rubin was named Entrepreneur of the Year in 1994 and 2000 at the Greater Philadelphia Entrepreneur of the Year Awards sponsored by Ernst & Young. Mr. Rubin attended Villanova University, Villanova, Pennsylvania.



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Kenneth J.
Adelberg has been one of GSIs directors since July 1995. Mr. Adelberg has served as President and Chief Executive Officer of HiFi House Group of Companies, a privately-held company based in Broomall, Pennsylvania, since 1987. Mr. Adelberg was
a founding stockholder of US Wats, Inc., a publicly-traded company specializing in business telecommunications services, located in Bala Cynwyd, Pennsylvania, which was established in 1989. Mr. Adelberg is a founding stockholder and director of
Republic Bank, Philadelphia, Pennsylvania, a publicly-traded bank which has been in operation since 1989. Mr. Adelberg is also a director of Trackpower, Inc. Mr. Adelberg holds Bachelor of Science degrees in Biophysics and Physiological Psychology
from Pennsylvania State University and attended the MBA program at Drexel University, Philadelphia, Pennsylvania.



M. Jeffrey Branman has been one of GSIs directors since October 2001. Mr. Branman has served as President of Interactive Technology
Partners, a subsidiary of Comcast Corporation, since April 2000. Interactive Technology Partners serves as financial advisor to Interactive Technology Holdings, LLC, a joint venture of Comcast Corporation and QVC, Inc. From March 1996 to February
2000, Mr. Branman was Senior Vice President Corporate Development of Foot Locker, Inc. and Chief Executive Officer of FootLocker.com, the internet and direct marketing subsidiary of Foot Locker.Mr. Branman is a graduate of the University of
California, Berkeley and the Carnegie Mellon University Graduate School of Industrial Administration.



Ronald D. Fisher has been one of GSIs directors since March 2000. Mr. Fisher currently serves as the Vice Chairman of SOFTBANK
Holdings Inc. and SOFTBANK Corp. and a managing general partner of SOFTBANK Capital Partners LP, a late-stage private equity organization. He joined SOFTBANK in October 1995. From January 1990 to September 1995, Mr. Fisher was Chief Executive
Officer of Phoenix Technologies, Ltd., a developer and marketer of system software products. Mr. Fisher is also a director of SOFTBANK Corporation, E*TRADE Group, Inc., InsWeb Corporation, Key3media Group, Inc., OptiMark Holdings, Inc. and Vie
Financial Group, Inc. Mr. Fisher received a Bachelor of Commerce degree from the University of Witwatersand in South Africa and an MBA from Columbia University.



Harvey Lamm has been one of GSIs directors since April 1998. Mr. Lamm has served as a director and
Chief Executive Officer of Vintek Corporation, a privately-held company based in Philadelphia, Pennsylvania since 1996. Vintek specializes in automated title management and the development of tools to reduce cost and manage risk for automotive
finance institutions. From 1990 to 1996, Mr. Lamm spent his time managing his investments. From 1967 until 1990, Mr. Lamm served as Chairman of the Board, Chief Executive Officer, President and Chief Operating Officer of Subaru of America, Inc.,
until its acquisition by Fuji Heavy Industries Ltd. Mr. Lamm helped found Subaru of America, which was the exclusive importer of Subaru brand vehicles in the United States and was a publicly traded company listed on the Nasdaq National Market. Mr.
Lamm holds degrees from Pennsylvania State University and Drexel University.



Mark S. Menell has been one of GSIs directors since April 2000. Mr. Menell has been a partner of Rustic Canyon Ventures since January 2000. From August 1990 to January 2000, Mr. Menell was an
investment banker at Morgan Stanley Dean Witter, most recently as Principal and co-head of Morgan Stanley Dean Witters Technology Mergers and Acquisitions Group, based in Menlo Park, CA. Mr. Menell received a B.A. magna cum laude in economics
from the University of Pennsylvania and a B.S. magna cum laude in finance and an MBA from the University of Pennsylvanias Wharton School of Business.



Michael S. Perlis has been one of GSIs directors since May 2001. Mr. Perlis has been a general partner of SOFTBANK Capital Partners
LP, a late-stage private equity organization, since July 2000. From November 1998 to June 2000, Mr. Perlis was employed by Ziff-Davis Inc., most recently as President and Chief Executive Officer. While at Ziff-Davis, Mr. Perlis was responsible for
the portfolio of Ziff-Davis owned and licensed titles. From June 1996 to October 1998, Mr. Perlis served as President, Chief Operating Officer and Partner of TVSM Inc., a publisher of system specific television listing and guidance publications. Mr.
Perlis received a B.A. from Syracuse University.



Dr. Jeffrey F. Rayport has been one of GSIs directors since April 1999. Dr. Rayport has been Chief Executive Officer of Marketspace LLC, an information industries strategy and research business of Monitor Group, headquartered
in Cambridge, Massachusetts, since September 1998. Dr. Rayport has also been a faculty member in the Service Management Unit at the Harvard Business School since prior to 1995. Dr. Rayport went on leave from the Harvard Business School in September
1998. Dr. Rayport earned an A.B. from Harvard College, an M.Phil. in International Relations at the University of Cambridge and an A.M. in the History of American Civilization and a Ph.D. in Business History at Harvard University. Dr. Rayport is
also a director of MarketWatch.com, Inc. and ValueClick Inc.



The stock purchase agreements pursuant to which certain funds affiliated with SOFTBANK America Inc. (SOFTBANK) acquired their shares of GSI Common Stock provide that SOFTBANK has the right to designate up to two members
of GSIs Board of Directors, depending on the number of shares of GSI Common Stock held by SOFTBANK. Additionally, one of the SOFTBANK directors is entitled to serve as a member of each committee of the Board of Directors. Messrs. Fisher and
Perlis are the current SOFTBANK members of GSIs Board of Directors. The stock purchase agreement pursuant to which Rustic Canyon



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Ventures, L.P. (Rustic Canyon) acquired its shares of GSI Common Stock provides that Rustic
Canyon has the right to designate one member of GSIs Board of Directors. Mr. Menell is the current Rustic Canyon member of GSIs Board of Directors. The stock purchase agreement pursuant to which Interactive Technology Holdings, LLC
(ITH) acquired its shares of GSI Common Stock provides that ITH has the right to designate up to two members of GSIs Board of Directors, depending on the number of shares of GSI Common Stock held by ITH. Additionally, one of the
ITH directors is entitled to serve as a member of each committee of the Board of Directors. Mr. Branman is the current ITH member of GSIs Board of Directors. ITH has not nominated its second member of GSIs Board of Directors.



Information concerning our executive officers
who are not also directors is included in Part I, Item 4.1 of GSIs Annual Report on Form 10-K, filed with the SEC on March 26, 2003.



Section 16(a) Beneficial Ownership Reporting Compliance



Section 16(a) of the Securities Exchange Act of 1934 requires GSIs directors, executive officers, and persons who own more than 10%
of a registered class of GSIs equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of GSI. Executive officers, directors and greater than 10%
stockholders are required by SEC regulations to furnish GSI with copies of all Section 16(a) forms they file.



To GSIs knowledge, based solely on a review of the copies of such reports furnished to GSI and written representations that no other
reports were required, all Section 16(a) filing requirements applicable to GSIs executive officers, directors and greater than 10% beneficial stockholders were complied with during fiscal 2002, except that the following reports were not timely
filed: (i) SOFTBANK did not timely file with respect to its internal corporate reorganization in October 2001; SOFTBANK reported these transactions on a Form 3 and Form 4 filing on February 19, 2003; and (ii) Messrs. Adelberg, Branman, Fisher,
Menell and Perlis and Dr. Rayport each inadvertently did not file a Form 5 with respect to automatic option grants made in connection with their re-election at the 2002 Annual Meeting of Stockholders although these option grants were reported in the
Proxy Statement for the Companys 2002 Annual Meeting of Stockholders under the heading Compensation of Directors. Messrs. Adelberg, Branman, Fisher, Menell and Perlis and Dr. Rayport are in the process of filing these Forms 5.



Voting Agreements



Mr. Rubin entered into a voting agreement, dated as of May 1,
2000 in favor of SOFTBANK, pursuant to which, among other things, Mr. Rubin agreed that he would vote all shares of GSIs Common Stock then held by him in favor of election to the Board of Directors of the directors that SOFTBANK would be
entitled to designate. In addition, Mr. Rubin agreed not to take any action to remove any director of GSI designated by SOFTBANK.



SOFTBANK also entered into a voting agreement in favor of Mr. Rubin, dated as of May 1, 2000, relating to the election of directors
designated by Mr. Rubin. Pursuant to this voting agreement, SOFTBANK agreed that it would vote all shares of GSIs Common Stock then held by it with respect to all directorships other than those which it was entitled to designate (i) in favor
of any member of the Board of Directors of GSI who was a member of the Board prior to April 27, 2000, and any director who is thereafter chosen to fill any vacancy on the Board of Directors or who is elected as a director (a Continuing
Director) and who, in either event, is not a director designated by SOFTBANK and in connection with his or her initial assumption of office is recommended for appointment or election by a majority of the Continuing Directors then on the Board
of Directors, and (ii) against the election of any directors other than those directors specified in clause (i) of this sentence.



Mr. Rubin entered into a voting agreement, dated as of May 1, 2000 in favor of Rustic Canyon, pursuant to which, Mr. Rubin agreed, among
other things, that he would vote all shares of GSIs Common Stock then held by him in favor of election to the Board of Directors of the director which Rustic Canyon would be entitled to designate and which has been identified by Rustic Canyon
as nominee for such purpose. In addition, Mr. Rubin agreed not to take any action to remove, with or without cause, any director of GSI designated by Rustic Canyon.



Mr. Rubin and ITH entered into a voting agreement, dated as of September 13, 2000, whereby (i) Mr. Rubin
agreed, among other things, that he would vote all of his shares of GSIs Common Stock in favor of election to GSIs Board of Directors of the directors which ITH would be entitled to designate, and (ii) ITH agreed, among other things,
that ITH would vote all of its shares of GSIs Common Stock in favor of election to GSIs Board of Directors of certain Continuing Directors (as such term is defined therein).



SOFTBANK and ITH also entered into a voting agreement, dated September 13, 2000, whereby (i) SOFTBANK agreed,
among other things, that SOFTBANK would vote all of its shares of GSIs Common Stock in favor of election of GSIs Board of Directors of the directors which ITH would be entitled to designate, and (ii) ITH agreed, among other things, that
ITH would vote



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for all of its shares of GSIs Common Stock in favor of election to GSIs Board of Directors of
the directors which SOFTBANK would be entitled to designate.



ITEM 11:EXECUTIVE COMPENSATION



Summary Compensation Table



The following table sets forth information regarding compensation earned during the last three fiscal years by GSIs Chief Executive Officer and each of GSIs and/or its subsidiaries
four other most highly compensation executive officers during fiscal 2002 (each, a Named Officer).



|Name and Principal Position                                                       |  | Fiscal Year    |  | Annual Compensation |                         | Long Term Compensation Awards |   | All Other Compensation(1)
|--------------------------------------------------------------------------------- |  | -------------- |  | ------------------- | ----------------------- | ----------------------------- | - | -------------------------
|                                                                                  |  |                | 
|                                                                                  |  | Salary         |  | Bonus               |                         | Other Annual Compensation     |   | Restricted Stock Award(s)
|Michael G. Rubin Chairman, President and Chief Executive Officer of GSI           |  | 2002 2001 2000 |  | $                   | 350,000 325,000 375,400 |                               |   |                       
|Robert W. Liewald Executive Vice President, Merchandising of GSI                  |  | 2002 2001 2000 |  |                     | 262,212 250,000 200,000 |                               | $ | 35,000  100,000         
|Arthur H. Miller Executive Vice President and General Counsel of GSI              |  | 2002 2001 2000 |  |                     | 250,000 225,000 200,000 |                               |   | 100,000 100,000 100,000  
|Damon Mintzer President and Chief Operating Officer of Global-QVC Solutions, Inc. |  | 2002 2001 2000 |  |                     | 300,000 160,385        |                               |   |                       
|Mark S. Reese Executive Vice President and Chief Operating Officer of GSI         |  | 2002 2001 2000 |  |                     | 262,212 250,000 144,231 |                               |   | 25,000  30,000          

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|(1) |  | For fiscal 2002, consists of (i) GSIs matching contributions under its 401(k) Profit Sharing Plan in the amount of $10,442, $7,601, $6,922, $9,000 and $7961
for Messrs. Rubin, Liewald, Miller, Mintzer and Reese, respectively, and (ii) insurance premiums paid by GSI with respect to term life insurance in the amount of $390 for each of Messrs. Rubin, Liewald, Miller, Mintzer and Reese.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | On May 26, 2000, Mr. Reese was granted a restricted stock award of 46,377 shares of GSIs Common Stock vesting on the date of grant. The amount set forth in the
table is the market value of the award on the date of grant, net of the amount paid by Mr. Reese. As of the end of fiscal 2002, the value of this stock award was $0 as Mr. Reese no longer owned these shares.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Option/SAR Grants in Last Fiscal Year



No options to purchase shares of Common Stock were granted to
Named Officers during fiscal 2002. No SARs were granted during fiscal 2002.



Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year End Option/SAR Values



The following table sets forth information regarding options to purchase shares of Common Stock exercised by the Named Officers during
fiscal 2002 under GSIs stock option plans and the values of options held by such individuals at end of fiscal 2002. The Named Officers do not have SARs.



|Name              |  | Shares Acquired on Exercise(#) |  | Value Realized |  | Number of Securities Underlying Unexercised Options at Fiscal Year End Exercisable/Unexercisable |  | Value of Unexercised In-the-Money Options at Fiscal Year End Exercisable/ Unexercisable(1)
|----------------- |  | ------------------------------ |  | -------------- |  | ------------------------------------------------------------------------------------------------ |  | ------------------------------------------------------------------------------------------
|Michael G. Rubin  |  |                               |  |               |  | 250,000/750,000                                                                                  |  |                                                                                          
|                 
|Robert W. Liewald |  |                               |  |               |  | 121,875/73,175                                                                                   |  |                                                                                          



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|                
|----------------
|Arthur H. Miller
|                
|Damon Mintzer   
|                
|Mark S. Reese   

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|(1) |  | None of the stock options outstanding at the end of fiscal 2002 were in-the-money.
|--- |  | ----------------------------------------------------------------------------------



Employment Agreements



Michael G. Rubin. Effective January 1, 2001, GSI entered into a new employment agreement with Mr. Rubin for a term of four years to
serve as GSIs President and Chief Executive Officer. Pursuant to the terms of the employment agreement, Mr. Rubin is entitled to receive (i) an annual base salary of $325,000 during fiscal 2001, subject to annual increases of $25,000 in each
successive year, (ii) an annual bonus in such amount and based upon the achievement of such goals as Mr. Rubin and the Compensation Committee may determine, (iii) an automobile allowance of $2,000 per month and (iv) other benefits similar to those
provided to GSIs other officers. Mr. Rubins employment agreement may be terminated by GSI for cause, which is defined to include gross negligence or willful misconduct in the performance of his duties under the agreement, willful breach
of the agreement or conviction of a felony. Mr. Rubin may terminate his employment with GSI for good reason, which is defined to include, among other things, demotion or removal from his position or diminishment of his duties, reduction in base
salary or a material reduction in benefits, breach of the agreement by GSI or relocation of Mr. Rubins principal place of employment. In the event of termination by GSI other than for cause or termination by Mr. Rubin for good reason, GSI will
pay to Mr. Rubin two years of his base salary, in accordance with GSIs normal payroll practices, and provide Mr. Rubin with his benefits during such two-year period. Under his employment agreement, for a period of two years following his
termination, Mr. Rubin is prohibited from engaging in a business that is competitive with GSIs business or from soliciting employees of GSI to become an employee of someone else.



Robert W. Liewald.On April 23, 2002, GSI entered into an employment agreement with Robert W. Liewald,
Executive Vice President, Merchandising of GSI, for an initial term, beginning April 23, 2002 and ending December 31, 2005. Mr. Liewald is entitled to receive the following: (i) an annual base salary of $262,500 for fiscal 2002, subject to annual
increases in accordance with GSIs annual performance review procedures, (ii) an annual bonus in such amount as may be determined by GSIs Chief Executive Officer and (iii) other benefits similar to those provided to GSIs other
officers. Mr. Liewalds employment agreement may be terminated by GSI for cause, which is defined to include gross negligence or willful misconduct in the performance of his duties under the agreement, material breach of any agreement between
Mr. Liewald and GSI, acts in a manner that is inimical or injurious, in a material respect, to GSIs business or conviction of a felony. In the event of termination by GSI other than for cause, GSI will pay to Mr. Liewald six months of his base
salary, in accordance with GSIs normal payroll practices. Mr. Liewalds employment agreement contains a restrictive covenant similar to the one in Mr. Rubins agreement, which restrictive covenant is for a period of one year, or if
Mr. Liewald is terminated without cause, for a period of six months.



Arthur H. Miller. On August 9, 1999, GSI entered into an employment agreement with Arthur H. Miller, Executive Vice President and General Counsel of GSI, for an initial term, beginning September 20, 1999, of five
years. Effective as of April 23, 2002, Mr. Millers agreement was extended by two years to December 31, 2006. Mr. Miller is entitled to receive the following: (i) an annual base salary of $200,000 for fiscal 2000 subject to annual increases of
$25,000, (ii) an annual bonus of $100,000, (iii) an automobile allowance of $1,000 per month and (iv) other benefits similar to those provided to GSIs other officers. Mr. Millers employment agreement may be terminated by GSI for cause,
which is defined similarly to the definition of cause in Mr. Rubins agreement. In addition, Mr. Miller may terminate his agreement for good reason, which is defined similarly to the definition of good reason in Mr. Rubins agreement. In
the event of termination by GSI other than for cause or termination by Mr. Miller for good reason, GSI will pay to Mr. Miller a lump sum payment equal to the sum of one year of his base salary plus his annual bonus and provide Mr. Miller with his
benefits for one year after his termination. Mr. Millers employment agreement contains a one year restrictive covenant similar to the one in Mr. Rubins agreement.



Damon Mintzer.On June 12, 2001, Global-QVC Solutions, Inc., a wholly-owned subsidiary of GSI
(GQVC), entered into a personal services agreement with Damon Mintzer, President and Chief Operating Officer of GQVC, for a term of three years beginning June 12, 2001 and ending June 30, 2004. Mr. Mintzer is entitled to receive the
following: (i) an annual base salary of $300,000 for fiscal 2001, subject to annual increases in accordance with GSIs annual performance review procedures, (ii) an annual bonus based upon the achievement of goals with respect to the operating
income of GQVC, (iii) an annual bonus in such other amount as may be determined by GSIs Chief Executive Officer and (iv) other benefits similar to those provided to GSIs other officers. Mr. Mintzers employment may be terminated by
GQVC for cause, which is defined as fraud, misappropriation or embezzlement against GQVC, willful, reckless or grossly negligent conduct in the performance of his duties under the agreement,



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violation of law which is materially injurious to GQVC, conviction of felony, is charged with a felony the
defense of which renders him substantially unable to perform his services under the agreement or material breach of any agreement between Mr. Mintzer and GQVC which breach is not cured. In addition, Mr. Mintzer may terminate his agreement for good
reason, which is defined as GQVCs breach of the agreement, or no reason at all.



Mark S. Reese. On May 30, 2000, GSI entered into an employment agreement with Mark S. Reese, Executive Vice President and Chief Operating Officer of GSI, for a term of four years beginning May
29, 2000. Mr. Reese is entitled to receive the following: (i) an annual base salary of $250,000 for fiscal 2000, subject to annual increases in accordance with GSIs annual performance review procedures, (ii) an annual bonus up to $50,000 as
may be determined by GSIs Chief Executive Officer, (iii) an automobile allowance of $1,000 per month and (iv) other benefits similar to those provided to GSIs other officers. Mr. Reeses employment agreement may be terminated by GSI
for cause, which is defined similarly to the definition of cause in Mr. Rubins agreement. In the event of termination by GSI other than for cause, GSI will pay to Mr. Reese six months of his base salary, in accordance with GSIs normal
payroll practices. Mr. Reeses employment agreement contains a one year restrictive covenant similar to the one in Mr. Rubins agreement.



Director Compensation



Under GSIs current policy, as compensation for their service as directors of GSI, each non-employee director receives an option to
purchase 25,000 shares of GSI Common Stock upon his or her initial election as a director and an option to purchase 10,000 shares of GSI Common Stock on each subsequent annual election as a director. The directors do not receive any cash
compensation for their services on behalf of GSI but are reimbursed for reasonable travel and lodging expenses incurred in attending meetings of the Board of Directors and any Committee. Mr. Rubin, the only director who is also an officer of GSI,
does not receive any separate fee for acting in his capacity as a director.



On September 19, 1995, the Board of Directors adopted, and on November 15, 1995, the stockholders approved, the 1995 Non-Employee Directors Stock Plan (the Directors Plan).
Pursuant to the Directors Plan, options originally could be granted with respect to an aggregate of 12,500 shares of GSI Common Stock. Effective December 31, 1997, the Board of Directors terminated the Directors Plan, which remains in
effect only as to unexercised options granted under the Directors Plan.



Compensation Committee Interlocks and Insider Participation



During fiscal 2002, the Compensation Committee consisted of Messrs. Branman, Lamm, Menell and Perlis and Dr. Rayport. None of the members of the Boards Compensation Committee is or has been an
officer or employee of GSI. Mr. Branman is the President of Interactive Technology Partners, which serves as financial advisor to Interactive Technology Holdings, LLC (ITH). GSI has entered into a strategic alliance to provide
procurement and fulfillment services for QVC, Inc., which along with its majority stockholder, Comcast Corporation, owns ITH, which is a major stockholder of GSI. GSI recognized net revenues of $349,000, $1.8 million and $2.7 million on sales to
this related party for fiscal 2000, fiscal 2001 and fiscal 2002, respectively. The terms of these sales are comparable to those with other comparable partners of GSI.



Additionally, there were no compensation committee interlocks during fiscal 2002, which generally
means that no executive officer of GSI served as a director or member of the compensation committee of another entity one of whose executive officers served as a director or member of GSIs Compensation Committee.



ITEM 12:SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS



The following table sets forth information, as of April 2, 2003, concerning



| |  |  | each person known by GSI to be the beneficial owner of five percent or more of GSIs outstanding Common Stock,
| | - |  | --------------------------------------------------------------------------------------------------------------



| |  |  | the beneficial ownership of GSIs Common Stock by each Named Officer and each director and
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | the beneficial ownership of GSIs Common Stock by the directors and executive officers of GSI as a group.
| | - |  | ---------------------------------------------------------------------------------------------------------



Unless otherwise specified, all persons listed below have
sole voting and investment power with respect to their shares. The securities beneficially owned by an individual are determined in accordance with the definition of beneficial ownership set



8



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forth in the regulations of the SEC. Accordingly, they may include securities owned by or for, among
others, the spouse and/or minor children of the individual and any other relative who has the same home as such individual, as well as other securities as to which the individual has or shares voting or investment power or has the right to acquire
under outstanding stock options or warrants within 60 days of the date of this table (as reflected in the applicable column below). Beneficial ownership may be disclaimed as to certain of the securities. The business address of the officers and
directors of GSI is that of GSI.



|Name, Position and Address of Beneficial Owner                                             |  | Number of Shares Beneficially Owned(1) |     |  | Options Included in Beneficial Ownership |  | Warrants Included in Beneficial Ownership |     |  | Percentage of Shares Owned |  
|------------------------------------------------------------------------------------------ |  | -------------------------------------- | --- |  | ---------------------------------------- |  | ----------------------------------------- | --- |  | -------------------------- | -
|Michael G. Rubin Chairman, President and Chief Executive Officer                           |  | 7,517,096                              |     |  | 500,000                                  |  |                                          |     |  | 19.1                       | %
|Robert W. Liewald Executive Vice President, Merchandising                                  |  | 195,414                                |     |  | 137,500                                  |  | 10,000                                    |     |  | *                          |  
|Arthur H. Miller Executive Vice President and General Counsel                              |  | 205,862                                |     |  | 198,958                                  |  |                                          |     |  | *                          |  
|Damon Mintzer President and Chief Operating Officer of Global-QVC Solutions, Inc.          |  | 19,808                                 |     |  | 18,750                                   |  |                                          |     |  | *                          |  
|Mark S. Reese Executive Vice President and Chief Operating Officer                         |  | 118,226                                |     |  | 70,312                                   |  |                                          |     |  | *                          |  
|Kenneth J. Adelberg Director                                                               |  | 108,000                                |     |  | 92,500                                   |  |                                          |     |  | *                          |  
|M. Jeffrey Branman(2) Director                                                             |  | 43,000                                 |     |  | 35,000                                   |  |                                          |     |  | *                          |  
|Ronald D. Fisher(3) Director                                                               |  | 48,750                                 |     |  | 48,750                                   |  |                                          |     |  | *                          |  
|Harvey Lamm Director                                                                       |  | 197,525                                |     |  | 175,000                                  |  |                                          |     |  | *                          |  
|Mark S. Menell Director                                                                    |  | 1,125,650                              | (4) |  | 48,750                                   |  | 312,500                                   | (5) |  | 2.9                        | %
|Michael S. Perlis(6) Director                                                              |  | 35,000                                 |     |  | 35,000                                   |  |                                          |     |  | *                          |  
|Jeffrey F. Rayport Director                                                                |  | 58,750                                 |     |  | 58,750                                   |  |                                          |     |  | *                          |  
|Interactive Technology Holdings, LLC 222 Delaware Avenue, Suite 1460, Wilmington, DE 19801 |  | 13,800,000                             |     |  |                                         |  | 4,800,000                                 |     |  | 31.6                       | %
|SOFTBANK Affiliates 1188 Centre Street, Newton Center, MA 02459                            |  | 9,903,850                              | (7) |  |                                         |  | 1,250,000                                 | (8) |  | 24.7                       | %
|All executive officers and directors as a group (16 persons)                               |  | 7,.907,530                             | (4) |  | 1,825,589                                |  | 322,500                                   | (5) |  | 24.5                       | %

---

|* |  | Less than one percent
|- |  | ---------------------



|(1) |  | For Mr. Rubin, Mr. Menell, ITH and SOFTBANK, does not include shares held by Mr. Rubin, Rustic Canyon, SOFTBANK affiliates or ITH unless specifically stated herein.
Mr. Rubin, Rustic Canyon, SOFTBANK and ITH have each granted a right to vote all of their shares, currently only with respect to the election of directors, as set forth in the Voting Agreements described in Part III, Item 10.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Does not include 9,000,000 shares of Common Stock held by ITH or 4,800,000 shares of Common Stock issuable to ITH upon the exercise of warrants as Mr. Branman does
not have investment or voting power over these shares.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Does not include (a) 4,309,176 shares of Common Stock held by SOFTBANK Capital Partners LP; (b) 4,235,098 shares of Common Stock held by SOFTBANK Capital LP; (c)
109,576 shares of Common Stock held by SOFTBANK Capital Advisors Fund LP; (d) 624,978 shares of Common Stock issuable to SOFTBANK Capital Partners LP upon the exercise of warrants; (e) 614,234 shares of Common Stock issuable to SOFTBANK Capital LP
upon the exercise of warrants; or (f) 10,788 shares of Common Stock issuable to SOFTBANK Capital Advisors Fund LP upon the exercise of warrants as Mr. Fisher does not have investment or voting power over these shares.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|
|

|(4) |  | Consists of 764,400 shares of Common Stock held by Rustic Canyon. Mr. Menell is a Partner of Rustic Canyon. Mr. Menell disclaims beneficial ownership of these
shares, except to the extent of his pecuniary interest, if any, therein.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|
|

|
|



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|(5) |  | Consists of 312,500 shares of Common Stock issuable to Rustic Canyon upon the exercise of warrants. Mr. Menell is a Partner of Rustic Canyon. Mr. Menell disclaims
beneficial ownership of these shares, except to the extent of his pecuniary interest, if any, therein.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) |  | Does not include (a) 4,309,176 shares of Common Stock held by SOFTBANK Capital Partners LP; (b) 4,235,098 shares of Common Stock held by SOFTBANK Capital LP; (c)
109,576 shares of Common Stock held by SOFTBANK Capital Advisors Fund LP; (d) 624,978 shares of Common Stock issuable to SOFTBANK Capital Partners LP upon the exercise of warrants; (e) 614,234 shares of Common Stock issuable to SOFTBANK Capital LP
upon the exercise of warrants; or (f) 10,788 shares of Common Stock issuable to SOFTBANK Capital Advisors Fund LP upon the exercise of warrants as Mr. Perlis does not have investment or voting power over these shares.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) |  | Consists of (a) 4,309,176 shares of Common Stock held by SOFTBANK Capital Partners LP; (b) 4,235,098 shares of Common Stock held by SOFTBANK Capital LP; and (c)
109,576 shares of Common Stock held by SOFTBANK Capital Advisors Fund LP. Each of SOFTBANK Capital Partners LP, SOFTBANK Capital LP, SOFTBANK Capital Advisors Fund LP, SOFTBANK Capital Partners LLC and SB Capital Managers LLC disclaims beneficial
ownership of securities owned by any other person or entity except to the extent of its respective pecuniary interest, if any, therein. SB Capital Managers LLC is a member of SOFTBANK Capital Partners LLC, the general partner of SOFTBANK Capital
Partners LP, SOFTBANK Capital LP and SOFTBANK Capital Advisors Fund LP.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) |  | Consists of (a) 624,978 shares of Common Stock issuable to SOFTBANK Capital Partners LP upon the the exercise of warrants; (b) 614,234 shares of Common Stock
issuable to SOFTBANK Capital LP upon the exercise of warrants; or (c) 10,788 shares of Common Stock issuable to SOFTBANK Capital Advisors Fund LP upon the exercise of warrants. Each of SOFTBANK Capital Partners LP, SOFTBANK Capital LP, SOFTBANK
Capital Advisors Fund LP, SOFTBANK Capital Partners LLC and SB Capital Managers LLC disclaims beneficial ownership of securities owned by any other person or entity except to the extent of its respective pecuniary interest, if any, therein. SB
Capital Managers LLC is a member of SOFTBANK Capital Partners LLC, the general partner of SOFTBANK Capital Partners LP, SOFTBANK Capital LP and SOFTBANK Capital Advisors Fund LP.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Equity Compensation Plan Information



The following table gives information regarding GSIs
existing equity compensation plans as of December 28, 2002. The table does not include information with respect to options assumed in acquisitions where the plan governing the options will not be used for future awards.



|Plan Category                                              |  | Number of Securities to be Issued
upon Exercise of Outstanding Options, Warrants and Rights |  | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights |  | Number of Securities Remaining Available for Future Issuance
Under Equity Compensation Plans (Excluding Securities Listed in Column(a))
|---------------------------------------------------------- |  | ------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------
|                                                           |  | (a)                                                                                         |  | (b)                                                                         |  | (c)                                                                                                                                    
|Equity compensation plans approved by stockholders         |  | 5,105,574(1)                                                                                |  | $  8.35                                                                     |  | 1,155,212                                                                                                                              
|Equity compensation plans not approved by stockholders (2) |  | 2,815,153                                                                                   |  | $  9.21                                                                     |  | 0                                                                                                                                      
|Total                                                      |  | 7,920,727                                                                                   |  | $  8.67                                                                     |  | 1,155,212                                                                                                                              



|(1) |  | This includes options and warrants to purchase shares outstanding under the 1996 Equity Incentive Plan and prior stock incentive plans no longer in effect.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | These plans and programs were adopted to allow GSI to grant, on a limited basis, (a) stock options at less than the then-fair market value of GSIs Common Stock
to attract new key employees, to retain key employees of acquired companies and to retain existing employees in connection with restructured compensation packages and (b) warrants to purchase GSI Common Stock to consultants, advisors, partners and
investors. The Board of Directors approved these plans and programs in fiscal 1999, fiscal 2000 and fiscal 2001 although some of these warrant grants relate to earlier periods. Except for the limited grants under these plans and programs, grants are
generally made by GSI under the 1996 Equity Incentive Plan. These plans and programs have been limited to the grant of warrants and options not intended to qualify as incentive stock options. The Board of Directors has the authority to determine
from time to time the number of shares of Common Stock that may be granted under these plans and programs. As of December 28, 2002, the maximum number of shares authorized to be issued under these plans is 2,581,653. Under these plans and programs,
each option generally expires 10 years from the date of grant and vests over four years. Upon the occurrence of a change in control, certain of these option will immediately become exercisable in full. Also under these plans and programs, these
warrants expire no less than three years and no later than 10 years from the date of grant. The exercise price for these warrants range from $2.50 to $22.50
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



ITEM 13:CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



GSI does not have any formal policy concerning the direct or indirect pecuniary interest of any of its officers, directors, security holders or
affiliates in any investment to be acquired or disposed of by GSI or in any transaction to which GSI is a party or has an interest. GSI will not enter into any such transactions unless approved by a majority of the entire Board of Directors, not
including any interested director, or a majority of the Audit Committee. Going forward, GSI will comply with any and all approval requirements adopted by Nasdaq related to transactions between GSI and any of its officers, directors, security holder
or affiliates.



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GSI has entered into a strategic alliance to provide procurement and fulfillment services
for QVC, Inc., which along with its majority stockholder, Comcast Corporation, owns Interactive Technology Holdings, LLC, which is a major stockholder of GSI. Mr. Branman is the President of Interactive Technology Partners, which serves as financial
advisor to Interactive Technology Holdings, LLC. GSI recognized net revenues of $349,000, $1.8 million and $2.7 million on sales to this related party for fiscal 2000, fiscal 2001 and fiscal 2002, respectively. The terms of these sales are
comparable to those with other comparable partners of GSI.



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PART IV



SIGNATURES



Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf on the date indicated by the undersigned thereunto duly authorized.



Date: April 25, 2003



GSI COMMERCE, INC.By:

/s/    MICHAEL G. RUBINMichael G. Rubin, Chairman, President and Chief Executive Officer




Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|Signature                                       |  | Capacity                                                                                                            |  | Date          
|----------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------- |  | --------------
|                                               
|/s/    MICHAEL G.
RUBINMichael G.
Rubin         |  | Chairman, President and Chief Executive Officer (principal executive officer)                                       |  | April 25, 2003
|                                               
|/s/    JORDAN M.
COPLANDJordan M.
Copland       |  | Executive Vice President and Chief Financial Officer (principal financial officer and principal accounting officer) |  | April 25, 2003
|                                               
|/s/    KENNETH J.
ADELBERGKenneth J.
Adelberg   |  | Director                                                                                                            |  | April 25, 2003
|                                               
|/s/    M. JEFFREY
BRANMANM. Jeffrey
Branman     |  | Director                                                                                                            |  | April 25, 2003
|                                               
|/s/    RONALD D.
FISHERRonald D.
Fisher         |  | Director                                                                                                            |  | April 25, 2003
|                                               
|/s/    HARVEY
LAMMHarvey
Lamm                   |  | Director                                                                                                            |  | April 25, 2003
|                                               
|/s/    MARK S.
MENELLMark S.
Menell             |  | Director                                                                                                            |  | April 25, 2003
|                                               
|/s/    MICHAEL S.
PERLISMichael S.
Perlis       |  | Director                                                                                                            |  | April 25, 2003
|                                               
|/s/    JEFFREY F.
RAYPORTDr. Jeffrey F.
Rayport |  | Director                                                                                                            |  | April 25, 2003



CERTIFICATIONS



I, Michael
G. Rubin, Chief Executive Officer of GSI Commerce, Inc., certify that:



| | 1. |  | I have reviewed this annual report on Form 10-K of GSI Commerce, Inc.; and
| | -- |  | --------------------------------------------------------------------------



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| | 2. |  | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report.
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



April 25, 2003



/s/    MICHAEL G. RUBINMichael G. Rubin Chairman, President and Chief Executive Officer




I,
Jordan M. Copland, Chief Financial Officer of GSI Commerce, Inc., certify that:



| | 1. |  | I have reviewed this annual report on Form 10-K of GSI Commerce, Inc.; and
| | -- |  | --------------------------------------------------------------------------



| | 2. |  | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report.
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



April 25, 2003



/s/    JORDAN M. COPLANDJordan M. Copland Executive Vice President and Chief Financial Officer




13