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UNITED STATES --------------------------------
SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL
WASHINGTON, D.C. 20549 --------------------------------
OMB Number: 3235-0145
Expires: August 31, 1999
Estimated average burden
hours per response........14.90
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SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ______)*
Digital River, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
25388B 10 4
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(CUSIP Number)
December 31, 1998
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(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/ / Rule 13d-1(b)
/ / Rule 13d-1(c)
/X/ Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.
Page 1 of 5 pages
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CUSIP NO. 25388B 10 4 13G PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
JOEL A. RONNING
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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NUMBER OF 5 SOLE VOTING POWER
SHARES 321,841(1)
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BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 3,000,000(2)
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EACH 7 SOLE DISPOSITIVE POWER
REPORTING 321,841(1)
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PERSON 8 SHARED DISPOSITIVE POWER
WITH: 0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,321,841
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.9
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12 TYPE OF REPORTING PERSON*
IN
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(1) Includes 171,666 shares the reporting person has the right to acquire
pursuant to options exercisable within 60 days of December 31, 1998.
(2) Includes 3,000,000 shares MacUSA, Inc., a wholly-owned subsidiary of Tech
Squared, Inc., has the right to acquire pursuant to a stock option agreement
entered into between the reporting person and MacUSA, Inc. The reporting person
has agreed to vote such 3,000,000 shares at the discretion of MacUSA, Inc. The
reporting person serves as Chairman of the Board of Directors of Tech Squared,
Inc. and a director and Chief Executive Officer of MacUSA, Inc.
Page 2 of 5 pages
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SCHEDULE 13G
ITEM 1.
(a) Name of Issuer
Digital River, Inc.
(b) Address of Issuer's Principal Executive Offices
9625 W. 76th Street
Suite 150
Eden Prairie, MN 55344
ITEM 2.
(a) Name of Person Filing
Joel A. Ronning
(b) Address of Principal Business Office or, if none,
Residence
Digital River, Inc.
9625 W. 76th Street
Suite 150
Eden Prairie, MN 55344
(c) Citizenship
United States
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
25388B 10 4
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b)
OR (c), CHECK WHETHER THE PERSON FILING IS A:
Not Applicable
ITEM 4. OWNERSHIP
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount Beneficially Owned:
The reporting person beneficially owns an aggregate of
3,321,841 shares. Of such shares, MacUSA, Inc., a
wholly-owned subsidiary of Tech Squared, Inc., has the
right to acquire 3,000,000 shares pursuant to a stock
option agreement entered into between the reporting
person and MacUSA, Inc. The reporting person has agreed
to vote such 3,000,000 shares at the discretion of
MacUSA, Inc. The reporting person serves as Chairman of
the Board of Directors of Tech Squared, Inc. and a
director and Chief Executive Officer of MacUSA, Inc.
Also, the reporting person has the right to acquire
171,666 shares pursuant to stock options exercisable
within 60 days of December 31, 1998.
(b) Percent of Class:
16.9
Page 3 of 5 pages
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(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
321,841(1)
(ii) Shared power to vote or to direct the vote:
3,000,000(2)
(iii) Sole power to dispose or to direct the
disposition of:
321,841(1)
(iv) Shared power to dispose or to direct the
disposition of:
0
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not Applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not Applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF A GROUP
Not Applicable
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose
or effect.
- ----------------------
(1) Includes 171,666 shares the reporting person has the right to acquire
pursuant to options exercisable within 60 days of December 31, 1998.
(2) Includes 3,000,000 shares MacUSA, Inc., a wholly-owned subsidiary of Tech
Squared, Inc., has the right to acquire pursuant to a stock option agreement
entered into between the reporting person and MacUSA, Inc. The reporting person
has agreed to vote such 3,000,000 shares at the discretion of MacUSA, Inc.
Page 4 of 5 pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 12, 1999
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Date
/s/ Joel A. Ronning
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Signature
Joel A. Ronning
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Name/Title
Page 5 of 5 pages
