8-K

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 (Date of earliest event reported): June 17, 2011

eBay Inc.

(Exact Name of registrant as specified in charter)

Delaware	000-24821	77-0430924
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2145 Hamilton Avenue

San Jose, CA 95125

(Address of principal executive offices)

(408) 376-7400

(Registrant’s telephone number, including area code)

Not Applicable.

(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 of obligation of the registrant under any of the following provisions (See General Instruction A.2 below):

¨ 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 2.01 Completion of Acquisition or Disposition of Assets

On June 17, 2011, eBay Inc., a Delaware corporation (the “Company”), completed its acquisition of GSI Commerce, Inc., a Delaware corporation (“GSIC”), pursuant to the terms of the Agreement and Plan of Merger, dated as of March 27, 2011 (the “Merger Agreement”), among the Company, Gibraltar Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and GSIC. Following the effective time of the merger of Merger Sub with and into GSIC (the “Merger”), GSIC became a wholly-owned subsidiary of the Company.

At the effective time of the Merger, all outstanding shares of GSIC common stock, par value $0.01 per share, other than shares held by the Company or GSIC or any of their subsidiaries and shares for which appraisal rights were properly sought, converted into the right to receive $29.25 per share in cash, without interest and less any applicable withholding taxes (the “Merger Consideration”). Any share of GSIC common stock that was unvested or subject to a repurchase option, risk of forfeiture or other condition converted into the right to receive the Merger Consideration, subject to certain restrictions. Vested stock options and vested restricted stock units of GSIC were converted into the right to receive an amount in cash. Unvested stock options were converted into an option to purchase Company common stock and unvested restricted stock units of GSIC were converted into restricted stock units with the right to receive shares of Company common stock.

In addition, as previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 13, 2011, pursuant to that certain memorandum of understanding, dated June 10, 2011 (the “MOU”), entered into with respect to the consolidated action captioned In Re GSI Commerce, Inc. Shareholder Litigation, Consol. C.A. No. 6346-VCN, pending in the Court of Chancery of the State of Delaware, the Company will pay a settlement amount (the “Settlement Amount”) equal to $0.33 per share to GSIC stockholders who held GSIC common stock and/or GSIC equity incentive awards on the effective date of the Merger, but excluding (1) GSIC common stock and GSIC equity incentive awards held by GSIC’s directors and senior officers and (2) any shares of GSIC common stock that are obtained through a conversion of any GSIC debt securities on or after June 9, 2011. The payment of the Settlement Amount is separate and distinct from the payment of the $29.25 per share Merger Consideration to be paid pursuant to the terms of the Merger Agreement to all of the stockholders of GSIC (including those who will not receive the Settlement Amount) but will be paid contemporaneously with the payment of such per share Merger Consideration. In addition, pursuant to the indenture under which GSIC’s convertible notes were issued, the convertible notes will be converted into the right to receive an amount in cash calculated based on the holders of the convertible notes receiving the $29.25 per share Merger Consideration plus an additional $0.33 per share.

Item 8.01 Other Events

On June 17, 2011, following the consummation of the Merger, NRG Commerce, LLC, a Delaware limited liability company (“Purchaser”), completed the previously announced acquisition of (i) 100% of the outstanding shares of capital stock of TeamStore, Inc. and 100% of the outstanding membership interests and other equity interests of Fanatics, LLC (collectively, the “Licensed Sports Business”), (ii) 70% of the outstanding shares of capital stock of RueLaLa, Inc. (“RueLaLa”) and (iii) 70% of the outstanding shares of capital stock of ShopRunner, Inc. (“ShopRunner” and, together with the Licensed Sports Business and RueLaLa, the “Purchased Entities”), pursuant to the terms of the Stock Purchase Agreement, dated as of March 27, 2011, between Purchaser and the Company. Purchaser is wholly owned by GSIC’s former Chairman, President and Chief Executive Officer, Mr. Michael Rubin. The aggregate consideration paid by Purchaser for the Purchased Entities was $498 million, consisting of $31 million in cash and a loan from the Company to Purchaser in the amount of $467 million.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description of Exhibit
99.1	Press Release dated June 20, 2011

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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 hereunto duly authorized.

eBay Inc.
(Registrant)
By:	/s/ Brian H. Levey
Name:	Brian H. Levey
Title:	Vice President, Deputy General Counsel and Assistant Secretary

Date: June 20, 2011

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INDEX TO EXHIBITS

Exhibit Number	Description of Exhibit
99.1	Press Release dated June 20, 2011

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EX-99.1

Exhibit 99.1

News Release

Contacts:	John Pluhowski	Jennifer Ceran
	eBay Inc. Corporate Communications	eBay Inc. Investor Relations
	press@ebay.com	jceran@ebay.com

eBay Inc. Completes Acquisition of GSI Commerce

SAN JOSE, Calif.–June 20, 2011– eBay Inc. (Nasdaq: EBAY) today announced it completed its previously announced acquisition of GSI Commerce, Inc. (Nasdaq: GSIC), a leading provider of ecommerce and interactive marketing services. The stockholders of GSI approved the adoption of the merger agreement with eBay at the special meeting of stockholders held on June 17^th and the merger became effective later that day.

In accordance with the terms of the acquisition agreement announced on March 28, 2011, eBay acquired all of the outstanding shares of GSI’s stock for $29.25 per share in cash, or total consideration of approximately $2.4 billion. As previously announced, certain GSI stockholders will be paid a settlement amount equivalent to $0.33 a share related to the settlement of claims filed in Delaware state court, which is separate and distinct from the payment of the $29.25 per-share merger consideration to be paid pursuant to the terms of the merger.

GSI Commerce will operate as a separate business unit led by Chris Saridakis as its newly appointed president. Saridakis will report to eBay Inc. CEO and President John Donahoe.

In addition, eBay completed the divestiture of 100 percent of GSI’s licensed sports merchandise business and 70 percent of ShopRunner and Rue La La to a newly formed holding company led by GSI founder and former CEO Michael Rubin.

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About eBay

Founded in 1995 in San Jose, Calif., eBay Inc. (NASDAQ:EBAY) connects hundreds of millions of buyers and sellers globally on a daily basis through eBay, the world’s largest online marketplace, and PayPal, which enables individuals and businesses to securely, easily and quickly send and receive online payments. We also reach millions through specialized marketplaces such as StubHub, the world’s largest ticket marketplace, and eBay Classifieds sites, which together have a presence in more than 1,000 cities around the world. For more information about the company and our global portfolio of online brands, visit www.ebayinc.com.

About GSI Commerce

GSI Commerce^® enables ecommerce, multichannel retailing and digital marketing for global enterprises in the U.S. and internationally. GSI’s ecommerce services, which include technology, order management, payment processing, fulfillment and customer care, are available on a modular basis or as part of an integrated solution. GSI’s marketing services are comprised of innovative digital marketing products and services which include database management and segmentation, marketing distribution channels, a global digital agency to drive strategic and creative direction and an advanced advertising analytics and attribution management platform. GSI is headquartered in King of Prussia, Pa. and its international headquarters is located in Barcelona, Spain. More information can be found at gsicommerce.com. GSI is an eBay Inc. (Nasdaq:EBAY) company.

Forward-Looking Statements

This press release contains forward-looking statements relating to, among other things, the future performance of eBay and its consolidated subsidiaries that are based on the company’s current expectations, forecasts and assumptions and involve risks and uncertainties. These statements include, but are not limited to, statements regarding eBay and GSI Commerce. The company’s actual results could differ materially from those predicted or implied and reported results should not be considered as an indication of future performance. Factors that could cause or contribute to such differences include, but are not limited to: the reaction of consumers and GSI Commerce’s customers and competitors; the future growth of GSI Commerce; the possibility that integration following the transaction may be more difficult than expected the after effects of the global economic downturn, changes in political, business and economic conditions, including any conditions that affect ecommerce growth; fluctuations in foreign currency exchange rates; the company’s ability to profitably integrate, manage and grow businesses that have been acquired recently or may be acquired in the future; the company’s need to increasingly achieve growth from its existing users, particularly in its more established markets; the company’s ability to deal with the increasingly competitive ecommerce environment, including competition for its sellers from other trading sites and other means of selling, and competition for its buyers from other merchants, online and offline; the company’s need to manage an increasingly large enterprise with a broad range of businesses of varying degrees of maturity and in many different geographies; the effect of management changes and business initiatives; the company’s need and ability to manage other regulatory, tax, IP and litigation risks as its services are offered in more jurisdictions and applicable laws become more restrictive; any changes the company may make to its product offerings; the competitive, regulatory, credit card association-related and other risks specific to PayPal and Bill Me Later, especially as PayPal continues to expand geographically and grow its open platform initiative and as new laws and regulations related to financial services companies come into effect; the company’s ability to upgrade and develop its systems, infrastructure and customer service capabilities at reasonable cost; and the company’s ability to maintain site stability and performance on all of its sites while adding new products and features in a timely fashion. The forward-looking statements in this release do not include the potential impact of any acquisitions or divestitures that may be announced and/or completed after the date hereof.

More information about factors that could affect the company’s operating results is included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the company’s most recent annual report on Form 10-K and subsequent quarterly reports on Form 10-Q, copies of which may be obtained by visiting the company’s Investor Relations web site at http://investor.ebayinc.com or the SEC’s web site at www.sec.gov. Undue reliance should not be placed on the forward-looking statements in this release, which are based on information available to the company on the date hereof. eBay assumes no obligation to update such statements.