S-8

As filed with the Securities and Exchange Commission on August 8, 2008

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

Registration Statement
Under
The Securities Act of 1933

GSI COMMERCE, INC.

(Exact name of registrant as specified in its charter)

Delaware	04-2958132
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
935 First Avenue, King of Prussia, PA	19406
(Address of Principal Executive Offices)	(Zip Code)

2005 EQUITY INCENTIVE PLAN

(Full title of the plan)

Arthur H. Miller
Executive Vice President and General Counsel
GSI Commerce, Inc.
935 First Avenue
King of Prussia, PA 19406

(Name and address of agent for service)

(610) 491-7000

(Telephone number, including area code, of agent for service)

Copies to:

Francis E. Dehel, Esq.
Melissa Palat Murawsky, Esq.
Blank Rome LLP
One Logan Square
Philadelphia, PA 19103
Telephone: (215) 569-5500
Facsimile: (215) 569-5555

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o  Accelerated filer þ  Non-accelerated filer   o
(Do not check if a smaller reporting company) Smaller Reporting Company o 

CALCULATION OF REGISTRATION FEE

		Proposed			Proposed
		maximum			maximum			Amount of
	Amount to be	offering price			aggregate			registration
Title of securities to be registered	registered	per share			offering price			fee
Common Stock, par value $.01 per share	2,250,000 (1)	$	15.375	(2)	$	34,593,750	(2)	$	1,360.00

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement covers, in addition to the number of shares of the Registrant’s common stock, par value $.01 per share (“Common Stock”), set forth in this table, an indeterminate number of shares of Common Stock which may be issued pursuant to certain anti-dilution provisions contained in the Registrant’s 2005 Equity Incentive Plan. This Registration Statement also covers the Preferred Stock Purchase Rights issuable in accordance with the Rights Agreement, dated as of April 3, 2006, between the Registrant and American Stock Transfer & Trust Company, as Rights Agent, which are presently attached to and trade with the Common Stock.

(2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) under the Securities Act and based upon the average of the high and low prices of Common Stock reported on the NASDAQ Global Select Market on August 6, 2008.

       Rule 429 Legend: the prospectus which will be used in connection with the securities covered by this registration statement is combined with the prospectuses relating to the shares of Common Stock registered on the registration statements on Form S-8 (Registration Nos. 333-132523, 333-132526 and 333-145923) filed with the SEC on March 17, 2006, March 17, 2006 and September 7, 2007, respectively.

EXPLANATORY NOTE

     The purpose of this registration statement is to register an additional 2,250,000 shares of Common Stock for issuance pursuant to the Registrant’s 2005 Equity Incentive Plan as a result of an amendment to such Plan. Pursuant to General Instruction E to Form S-8, the contents of Registration Statement No. 333-132523 filed with the SEC on March 17, 2006, Registration Statement No. 333-132526 filed with the SEC on March 17, 2006 and Registration Statement No. 333-145923 filed with the SEC on September 7, 2007 are incorporated herein by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

Exhibit No.	Description
4.1	Specimen Common Stock Certificate (filed with GSI Commerce, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 29, 2002 and incorporated herein by reference).
4.2	Amended and Restated Certificate of Incorporation of Global Sports, Inc. (filed as Appendix B to GSI Commerce, Inc.’s Definitive Proxy Statement on Schedule 14A filed on April 27, 2001 and incorporated herein by reference).
4.3	Certificate of Amendment to Amended and Restated Certificate of Incorporation of Global Sports, Inc. (filed with GSI Commerce, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 29, 2002 and incorporated herein by reference).
4.4	Certificate of Designations, Preferences and Rights of Series A Junior Participating Preferred Stock of GSI Commerce, Inc. (filed with GSI Commerce, Inc.’s Current Report on Form 8-K filed on April 3, 2006 and incorporated herein by reference).
4.5	Rights Agreement, dated as of April 3, 2006, between GSI Commerce, Inc. and American Stock Transfer & Trust Company, as Rights Agent, including all exhibits thereto (filed with GSI Commerce, Inc.’s Current Report on Form 8-K filed on April 3, 2006 and incorporated herein by reference).
4.6	Amended and Restated Bylaws of GSI Commerce, Inc. (filed with GSI Commerce, Inc.’s Current Report filed on Form 8-K on November 13, 2007 and incorporated herein by reference).
5.1	Opinion of Blank Rome LLP.
23.1	Consent of Deloitte & Touche LLP.
23.2	Consent of Ernst & Young LLP.
23.3	Consent of Blank Rome LLP (included in Exhibit 5.1).
24.1	Power of Attorney (included on the Signature Page).

II-1

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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 King of Prussia, Pennsylvania, on the date indicated.

	GSI COMMERCE, INC.
Date: August 8, 2008	/s/ Michael G. Rubin
	Michael G. Rubin,
	Chairman, President and Chief Executive Officer

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael G. Rubin and Michael R. Conn, and each or any one of them, such person’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in such person’s 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 the undersigned 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 of 1933, this registration statement has been signed below by the following persons in the capacities and on the date(s) indicated.

Signature	Capacity	Date
/s/ Michael G. Rubin Michael G. Rubin	Chairman, President and Chief Executive Officer (principal executive officer)	August 8, 2008
/s/ Michael R. Conn Michael R. Conn	Executive Vice President, Finance and Chief Financial Officer (principal financial officer and principal accounting officer)	August 8, 2008
/s/ M. Jeffrey Branman  M. Jeffrey Branman	Director	August 8, 2008
/s/ Michael J. Donahue  Michael J. Donahue	Director	August 8, 2008
/s/ Ronald D. Fisher  Ronald D. Fisher	Director	August 8, 2008

Signature	Capacity	Date
/s/ John A. Hunter  John A. Hunter	Director	August 8, 2008
/s/ Mark S. Menell  Mark S. Menell	Director	August 8, 2008
/s/ Jeffrey F. Rayport  Jeffrey F. Rayport	Director	August 8, 2008
/s/ Lawrence S. Smith  Lawrence S. Smith	Director	August 8, 2008
/s/ Andrea M. Weiss  Andrea M. Weiss	Director	August 8, 2008

EXHIBIT INDEX

Exhibit No.	Description
4.1	Specimen Common Stock Certificate (filed with GSI Commerce, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 29, 2002 and incorporated herein by reference).
4.2	Amended and Restated Certificate of Incorporation of Global Sports, Inc. (filed as Appendix B to GSI Commerce, Inc.’s Definitive Proxy Statement on Schedule 14A filed on April 27, 2001 and incorporated herein by reference).
4.3	Certificate of Amendment to Amended and Restated Certificate of Incorporation of Global Sports, Inc. (filed with GSI Commerce, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 29, 2002 and incorporated herein by reference).
4.4	Certificate of Designations, Preferences and Rights of Series A Junior Participating Preferred Stock of GSI Commerce, Inc. (filed with GSI Commerce, Inc.’s Current Report on Form 8-K filed on April 3, 2006 and incorporated herein by reference).
4.5	Rights Agreement, dated as of April 3, 2006, between GSI Commerce, Inc. and American Stock Transfer & Trust Company, as Rights Agent, including all exhibits thereto (filed with GSI Commerce, Inc.’s Current Report on Form 8-K filed on April 3, 2006 and incorporated herein by reference).
4.6	Amended and Restated Bylaws of GSI Commerce, Inc. (filed with GSI Commerce, Inc.’s Current Report filed on Form 8-K on November 13, 2007 and incorporated herein by reference).
5.1	Opinion of Blank Rome LLP.
23.1	Consent of Deloitte & Touche LLP.
23.2	Consent of Ernst & Young LLP.
23.3	Consent of Blank Rome LLP (included in Exhibit 5.1).
24.1	Power of Attorney (included on the Signature Page).

EX-5.1

EXHIBIT 5.1

Opinion of Blank Rome LLP

August 8, 2008

GSI Commerce, Inc.
935 First Avenue
King of Prussia, PA 19406

     Re:      GSI Commerce, Inc. Registration Statement on Form S-8

Gentlemen:

     We have acted as counsel to GSI Commerce, Inc. (the “Company”) in connection with the preparation of the Registration Statement on Form S-8 (“Registration Statement”) to be filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the offer and sale of up to 2,250,000 shares (the “Shares”) of common stock, par value $.01 per share (“Common Stock”), by the Company pursuant to the Company’s 2005 Equity Incentive Plan, as amended (the “Plan”). This opinion is furnished pursuant to the requirements of Item 601(b)(5) of Regulation S-K.

     Although as counsel to the Company we have advised the Company in connection with matters referred to us by the Company, our services are limited to specific matters so referred. Consequently, we do not have knowledge of other transactions in which the Company has engaged or its day-to-day operations.

     In rendering this opinion, we have examined the following documents: (i) the Company’s Amended and Restated Certificate of Incorporation and Bylaws, each as amended as of the date hereof; (ii) resolutions of the Company’s Board of Directors and stockholders; (iii) the Registration Statement; and (iv) the Plan. We have not made any independent investigation in rendering this opinion other than the document examination described. We have assumed and relied, as to questions of fact and mixed questions of law and fact, on the truth, completeness, authenticity and due authorization of all documents and records examined and the genuineness of all signatures. In rendering this opinion, we have assumed that (i) at the time of issuance of any Shares, there shall be a sufficient number of duly authorized and unissued shares of Common Stock to accommodate such issuance; and (ii) the per share consideration received by the Company in exchange for the issuance of any Shares shall not be less than the par value per share of the Company’s Common Stock.

     This opinion is limited to the laws of the State of Delaware.

     Based upon and subject to the foregoing, we are of the opinion that the Shares which are being offered by the Company pursuant to the Plan and the Registration Statement, when sold in the manner and for the consideration contemplated by the Plan and the Registration Statement, will be validly issued, fully paid and non-assessable.

     This opinion is given as of the date hereof. We assume no obligation to update or supplement this opinion to reflect any facts or circumstances which may hereafter come to our attention or any changes in laws which may hereafter occur.

GSI Commerce, Inc.
August 8, 2008
Page 2

     This opinion is strictly limited to the matters stated herein and no other or more extensive opinion is intended, implied or to be inferred beyond the matters expressly stated herein.

     We consent to the filing of this opinion as an exhibit to the Registration Statement.

Sincerely,
 

/s/ BLANK ROME LLP  

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated March 12, 2008, relating to the consolidated financial statements and financial statement schedule of GSI Commerce, Inc. and subsidiaries (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the adoption of Statement of Financial Accounting Standards No. 123R, “Share-Based Payment,” effective January 1, 2006) and our report dated March 12, 2008, relating to the effectiveness of GSI Commerce, Inc. and subsidiaries’ internal control over financial reporting, appearing in the Annual Report on Form 10-K of GSI Commerce, Inc. and subsidiaries for the fiscal year ended December 29, 2007.

/s/ DELOITTE & TOUCHE LLP  

Philadelphia, Pennsylvania

August 7, 2008

EX-23.2

EXHIBIT 23.2

Consent of Independent Auditors

We consent to the incorporation by reference in the Registration Statement in this Form S-8 pertaining to the 2005 Equity Incentive Plan of GSI Commerce, Inc. our report dated July 2, 2007, with respect to the consolidated financial statements of e-Dialog, Inc. for the year ended December 31, 2006, which was included in the Current Report on Form 8K/A of GSI Commerce, Inc. filed with the Securities and Exchange Commission on March 4, 2008.

/s/ ERNST & YOUNG LLP

Boston, Massachusetts

August 7, 2008