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UNITED STATES
SECURI TI ES AND EXCHANGE CO MM ISSIO N
Washingt on, D .C . 20549
FORM 10-K
(Mark one)
ýAnnual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year
ended December 31, 2002.
OR
oTransition 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 Incorporation or organization) (I.R.S. Employer Identification No.)
9625 WEST 76TH STREET, SUITE 150
EDEN PRAIRIE, MINNESOTA 55344
(Address of principal executive offices)
(952) 253-1234
(Registrant’ s telephone number, including area code)
Sec ur ities re giste re d pur sua nt to Se ction 12( b) of the A ct: N one
Sec ur ities re giste re d pur sua nt to Se ction 12( g) of the A ct:
Common Stock $0.01 par value
I ndic a te by c he c k ma r k whe ther the r egistra nt (1) has f ile d a ll r e ports r equir ed to be f ile d by Se ction 13 or 15( d) of the Se c ur ities E xchange Ac t of
1934 dur ing the pr ec e ding 12 months (or f or such shor te r per iod that the re gistr a nt w a s re quire d to f ile suc h r epor ts) , a nd ( 2) ha s bee n subjec t to
f iling r equir eme nts f or the pa st 90 da ys. Ye s ý N o o
I ndic a te by c he c k ma r k if disc losur e of delinque nt file r s pur suant to I te m 405 of Regula tion S- K is not c ontained he re in, a nd will not be conta ine d,
to the best of r egistra nt’ s knowledge, in def initive pr oxy or inf ormation stateme nts inc or por ate d by re fe r ence in Pa rt I I I of this Form 10-K or a ny
a me ndment to this For m 10- K. ý
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2) Yes ýNo o
As of June 30, 2002, there were 26,879,734 shares of Digital River, Inc. common stock, issued and outstanding. As of such date, based on the
closing sales price as quoted by the Nasdaq, 23,938,236 shares of common stock, having an aggregate market value of approximately
$227,413,000 were held by non-affiliates. For purposes of the above statement only, all directors and executive officers of the registrants are
assumed to be affiliates.
T he number of shar es of c ommon stoc k outsta nding a t Mar c h 1, 2003 wa s 27,647,326 shar e s.
D OC UM ENTS INC OR P OR ATED BY REFER EN CE
Certain sections of the Registrant’ s definitive Proxy Statement for the 2003 Annual Meeting of Stockholders are incorporated by reference in
Part III of this Form 10-K to the extent stated herein.