425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report: October 23, 2007

(Date of Earliest Event Reported)

CyberSource Corporation

(Exact name of registrant as specified in its charter)

Delaware	000-26477	77-0472961
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1295 Charleston Road, Mountain View, California	94043
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (650) 965-6000

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On October 23, 2007, CyberSource Corporation (the “Company”) issued a press release announcing the results of the special meeting of stockholders held pursuant to the joint proxy statement/prospectus filed on September 17, 2007 and incorporated by reference herein.

A copy of the press release is attached as Exhibit 99.1. This Form 8-K and the attached exhibit are provided under Item 8.01 of Form 8-K and are furnished to, but shall not be deemed filed with, the Securities and Exchange Commission or incorporated by reference into the Company’s filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are being filed with this Current Report on Form 8-K:

Exhibit Number	Description
99.1	Press Release issued by CyberSource Corporation dated October 23, 2007.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CYBERSOURCE CORPORATION
By:	/s/ Steven D. Pelizzer
	Steven D. Pellizzer
	Chief Financial Officer and Senior Vice President,
	Finance

Date: October 23, 2007

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release issued by CyberSource Corporation dated October 23, 2007.

EX-99.1

Exhibit 99.1

NEWS RELEASE

Contacts:

Bruce Frymire—650.965.6042 or bfrymire@cybersource.com

CyberSource Stockholders Approve Acquisition of Authorize.Net

MOUNTAIN VIEW, Calif. – October 23, 2007 – CyberSource Corporation, (NASDAQ: CYBS), a leading provider of electronic payment and risk management solutions, today announced that at a special meeting held on October 23, 2007, its stockholders voted to approve the issuance of CyberSource common stock in connection with the acquisition of Authorize.Net Holdings, Inc. (“Authorize.Net”) by CyberSource. Approximately 99.7 percent of the shares voted were cast in favor of the acquisition. The number of shares voted in favor of the acquisition represented approximately 77.7 percent of the total shares outstanding and entitled to vote. Completion of the acquisition remains subject to the approval of the stockholders of Authorize.Net, which has scheduled a special stockholder meeting to be held in Marlborough, Mass., on October 25, 2007.

Under terms of the acquisition agreement, Authorize.Net stockholders will receive 1.1611 shares of CyberSource common stock for every share of Authorize.Net common stock. Additionally, stockholders will receive a pro-rata share of $125 million in the form of a cash payment.

CyberSource stockholders also approved proposals to: (a) amend the CyberSource amended and restated certificate of incorporation to increase the number of authorized shares of CyberSource common stock from 50 million to 125 million, and (b) amend the CyberSource Amended and Restated 1999 Stock Option Plan to extend the plan for an additional three years and to increase the number of shares under the plan from 11.0 million to 15.5 million.

About CyberSource

CyberSource Corporation is a leading provider of electronic payment and risk management solutions. CyberSource solutions enable electronic payment processing for Web, call center, and POS environments. CyberSource also offers industry leading risk management solutions for

merchants accepting card-not-present transactions. CyberSource Professional Services designs, integrates, and optimizes commerce transaction processing systems. Approximately 22,000 businesses use CyberSource solutions, including half the companies comprising the Dow Jones Industrial Average. The company is headquartered in Mountain View, California, and has sales and service offices in Japan, the United Kingdom, and other locations in the United States.

Additional Information and Where to Find It

CyberSource Corporation and Authorize.Net Holdings, Inc. filed with the SEC a Registration Statement on Form S-4 containing a definitive joint proxy statement/prospectus in connection with the proposed merger. The joint proxy statement/prospectus was first mailed to CyberSource and Authorize.Net stockholders on September 24, 2007. Investors and security holders are urged to read the joint proxy statement/prospectus and any other relevant documents filed with the SEC because they contain important information regarding CyberSource Corporation, Authorize.Net Holdings, Inc., the proposed merger, the persons soliciting proxies in connection with the proposed merger on behalf of CyberSource Corporation and Authorize.Net Holdings, Inc. and the interests of those persons in the proposed merger and related matters. Investors and security holders may obtain a copy of the joint proxy statement/prospectus and other documents filed by CyberSource Corporation and Authorize.net Holdings, Inc. with the SEC free of charge at the website maintained by the SEC at http://www.sec.gov. In addition, documents filed with the SEC by CyberSource Corporation are available free of charge by contacting CyberSource Corporation, Investor Relations, 1295 Charleston Road, Mountain View, California 94043, (650) 965-6000, and documents filed with the SEC by Authorize.Net Holdings, Inc. are available free of charge by contacting Authorize.Net Holdings, Inc., Investor Relations, 293 Boston Post Road West, Suite 220, Marlborough, Massachusetts 01752, (508) 229-3200.

Participants in Solicitation

CyberSource and Authorize.Net, and their respective directors, executive officers and other possible employees and advisors, may be deemed to be participants in the solicitation of proxies from the stockholders of CyberSource and Authorize.Net in connection with the merger and related items. Information regarding the directors and executive officers of CyberSource and their ownership of CyberSource shares is set forth in the proxy statement for CyberSource’s 2007 annual meeting of stockholders, which was filed with the SEC on April 9, 2007. Information regarding the directors and executive officers of Authorize.Net and their ownership of Authorize.Net stock is set forth in the proxy statement for Authorize.Net’s 2007 annual meeting of stockholders, which was filed with the SEC on April 30, 2007. Investors may obtain additional information regarding the interests of those participants by reading the CyberSource and Authorize.Net joint proxy statement/prospectus filed with the SEC.