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As filed with the Securities and Exchange Commission on September 6, 2001

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

DIGITAL RIVER, INC.
(Exact name of registrant as specified in its charter)

Delaware 41-1901640
(State of Incorporation) (I.R.S. Employer Identification No.)

9625 West 76th Street, Suite 150
Eden Prairie, Minnesota 55344
(952) 253-1234
(Address of principal executive offices)

1998 Stock Option Plan
1999 Stock Option Plan
2000 Employee Stock Purchase Plan
(Full title of the plan)

Joel A. Ronning
Chief Executive Officer
9625 West 76th Street, Suite 150
Eden Prairie, Minnesota 55344
(952) 253-1234
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
 Michael J. Sullivan, Esq.
Virginia P. Edwards, Esq.
Cooley Godward LLP
One Maritime Plaza, 20th Floor
San Francisco, CA 94111
(415) 693-2000

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered

   Amount to be Registered

   Proposed Maximum Offering Price per Share(1)

   Proposed Maximum Aggregate Offering Price(1)

   Amount of Registration Fee
Stock Options and Common Stock (par value $.01)   2,600,000 shares   $4.55-$5.125   $11,970,793.25   $2,992.70
(1)
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and (h)(1) under the Securities Act of 1933, as amended (the "Act"). The offering price per share and the aggregate offering price are based upon (a) the weighted average exercise price, for shares subject to outstanding options granted under the 1998 Stock Option Plan, as amended (the "1998 Plan") and the 1999 Stock Option Plan, as amended (the "1999 Plan") and (b) the average of the high and low prices of the Registrant's Common Stock as reported on the Nasdaq National Market on August 30, 2001, for shares issuable pursuant to the 1998 Plan, the 1999 Plan and the 2000 Employee Stock Purchase Plan (the "2000 Plan"). The following chart illustrates the calculation of the registration fee:
Type of Shares

   Number of Shares

   Offering Price Per Share

   Aggregate Offering Price
Shares issuable pursuant to outstanding options under the 1998 Plan   103,559   (1)(a)$5.125   $530,739.88
Shares issuable pursuant to unissued stock options under the 1998 Plan   596,441   (1)(b) $4.55   $2,713,806.55
Shares issuable pursuant to outstanding options under the 1999 Plan   644,816   (1)(a) $4.676   $3,015,159.62
Shares issuable pursuant to unissued stock options under the 1999 Plan   855,184   (1)(b) $4.55   $3,891,087.20
Shares issuable pursuant to the 2000 Plan   400,000   (1)(b) $4.55   $1,820,000.00
Proposed Maximum Aggregate Offering Price           $11,970,793.25
Registration Fee           $2,992.70


INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORMS S-8 NOS. 333-67085, 333-36680 and 333-53332

    The contents of Registration Statements on Forms S-8 Nos. 333-67085, 333-36680 and 333-53332 filed with the Securities and Exchange Commission on November 10, 1998, May 10, 2000 and January 8, 2001, respectively, are incorporated by reference herein with such modifications as are set forth below.


EXHIBITS

Exhibit
Number
    
5.1   Opinion of Cooley Godward LLP

23.1
 
Consent of Arthur Andersen LLP, Independent Public Accountants

23.2
 
Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this Registration Statement

24.1
 
Power of Attorney is contained on the signature pages

99.1
*
1998 Stock Option Plan and forms of Stock Option Agreement and Grant Notice thereunder

99.2
**
1999 Stock Option Plan, formerly known as the 1999 Non-Officer Stock Option Plan, and form of Stock Option Agreement thereunder

99.3
***
2000 Employee Stock Purchase Plan and form of offering thereunder
*
Incorporated by reference to the contents of Registration Statement on Form S-8 No. 333-67085 filed with the Securities and Exchange Commission on November 10, 1998.

**
Incorporated by reference to Exhibits 10.12 and 10.13 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 27, 2001.

***
Incorporated by reference to the contents of Registration Statement on Form S-8 No. 333-53332 filed with the  Securities and Exchange Commission on January 8, 2001.


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-8 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 September 6, 2001.

    DIGITAL RIVER, INC.

 
 
By
 
/s/ JOEL A. RONNING   
Joel A. Ronning
    Title:   Chief Executive Officer, Member of the Office of the President and Director


POWER OF ATTORNEY

    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joel A. Ronning and Robert E. Strawman and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
   Title
   Date

 
 
 
 
 
/s/ JOEL A. RONNING   
Joel A. Ronning		   Chief Executive Officer, Member of the Office of the President and Director (Principal Executive Officer)   September 6, 2001

/s/ ROBERT E. STRAWMAN   
Robert E. Strawman
 
Chief Financial Officer, Member of the Office of the President and Treasurer (Principal Financial Officer and Accounting Officer)
 
September 4, 2001

/s/ TIMOTHY C. CHOATE   
Timothy C. Choate
 
Director
 
September 4, 2001

/s/ WILLIAM LANSING   
William Lansing
 
Director
 
September 5, 2001

Thomas F. Madison
 
Director
 
 

/s/ FREDERICK M. SEEGAL   
Frederick M. Seegal
 
Director
 
September 4, 2001

/s/ PERRY W. STEINER   
Perry W. Steiner
 
Director
 
September 5, 2001

/s/ J. PAUL THORIN   
J. Paul Thorin
 
Director
 
September 5, 2001


EXHIBIT INDEX

Exhibit
Number
   Description
5.1   Opinion of Cooley Godward LLP

23.1
 
Consent of Arthur Andersen LLP

23.2
 
Consent of Cooley Godward LLP is contained in Exhibit 5 to this Registration Statement

24.1
 
Power of Attorney is contained on the signature pages

99.1
*
1998 Stock Option Plan and forms of Stock Option Agreement and Grant Notice thereunder

99.2
**
1999 Stock Option Plan, formerly known as the 1999 Non-Officer Stock Option Plan, and form of Stock Option Agreement thereunder

99.3
***
2000 Employee Stock Purchase Plan and the form of offering thereunder
*
Incorporated by reference to the contents of Registration Statement on Form S-8 No. 333-67085 filed with the Securities and Exchange Commission on November 10, 1998.

**
Incorporated by reference to Exhibits 10.12 and 10.13 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 27, 2001.

***
Incorporated by reference to the contents of Registration Statement on Form S-8 No. 333-53332 filed with the Securities and Exchange Commission on January 8, 2001.


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INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORMS S-8 NOS. 333-67085, 333-36680 and 333-53332
EXHIBITS
SIGNATURES
POWER OF ATTORNEY
EXHIBIT INDEX