<PAGE>
As filed with the Securities and Exchange Commission on March 6, 2000
Registration No. 333-89795
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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DIGITAL RIVER, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 7375 41-1901640
(State of Incorporation) (Primary Standard Industrial (I.R.S. Employer
Classification Code Number) Identification No.)
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9625 W. 76TH STREET, SUITE 150
EDEN PRAIRIE, MN 55344
(612) 253-1234
(Address, including zip code, and telephone number, including area code of
Registrant's principal executive offices)
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JOEL A. RONNING
CHIEF EXECUTIVE OFFICER
DIGITAL RIVER, INC.
9625 W. 76TH STREET, SUITE 150
EDEN PRAIRIE, MN 55344
(612) 253-1234
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
MICHAEL J. SULLIVAN
COOLEY GODWARD LLP
ONE MARITIME PLAZA, 20TH FLOOR
SAN FRANCISCO, CA 94111
(415) 693-2000
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<PAGE>
TERMINATION OF OFFERING AND REMOVAL
OF SECURITIES FROM REGISTRATION
Pursuant to an undertaking made in Item 17 of the Registration
Statement as filed with the Commission on October 27, 1999 (Registration No.
333-89795), the Registrant hereby removes from registration 54,904 shares of
Common Stock of the Registrant.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Eden Prairie, State of Minnesota on March 6, 2000.
DIGITAL RIVER, INC.
By: /s/ Robert E. Strawman
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Robert E. Strawman
Chief Financial Officer and Treasurer,
(Principal Financial and Accounting
Officer)
Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment No. 1 to the Registration Statement has been signed below by the
following persons in the capabilities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Joel A. Ronning Chief Executive Officer and Director March 6, 2000
- --------------------------------------------- (Principal Executive Officer)
Joel A. Ronning
/s/ Robert E. Strawman Chief Financial Officer and Treasurer March 6, 2000
- --------------------------------------------- (Principal Financial and Accounting
Robert E. Strawman Officer)
/s/ Perry W. Steiner President and Director March 6, 2000
- ---------------------------------------------
Perry W. Steiner
/s/ William Lansing Director March 6, 2000
- ---------------------------------------------
William Lansing
/s/Thomas F. Madison Director March 6, 2000
- ---------------------------------------------
Thomas F. Madison
/s/ Christopher J. Sharples Director March 6, 2000
- ---------------------------------------------
Christopher J. Sharples
/s/ J. Paul Thorin Director March 6, 2000
- ---------------------------------------------
J. Paul Thorin
/s/ Timothy C. Choate Director March 6, 2000
- ---------------------------------------------
Timothy C. Choate
</TABLE>
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