S-3MEF

As filed with the Securities and Exchange Commission on August 12, 2009

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

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	(I.R.S. Employer
incorporation or organization)	Identification No.)

GSI Commerce, Inc.
935 First Avenue
King of Prussia, PA 19406
(610) 491-7000
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)

Arthur H. Miller
Executive Vice President and General Counsel
GSI Commerce, Inc.
935 First Avenue
King of Prussia, PA 19406
Telephone: (610) 491-7000
Facsimile: (610) 265-1730
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies to:

Francis E. Dehel, Esquire	Andrew J. Pitts, Esquire
Melissa Palat Murawsky, Esquire	Cravath, Swaine & Moore LLP
Yelena Barychev, Esquire	Worldwide Plaza
Blank Rome LLP	825 Eighth Avenue
One Logan Square	New York, NY 10019
Philadelphia, PA 19103	Telephone: (212) 474-1000
Telephone: (215) 569-5500	Facsimile: (212) 474-3700
Facsimile: (215) 832-5532

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

     If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box. o

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. þ 333-161001

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

     If this Form is a post effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

     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.

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

CALCULATION OF REGISTRATION FEE

				Proposed			Proposed
				maximum			maximum			Amount of
Title of each class of	Amount to be			offering price			aggregate			registration
securities to be registered	registered			per unit			offering price			fee
Common stock, par value $0.01 per share, to be issued and sold by the registrant	2,127,500	(1	)(2)	$	17.00	(3)	$	36,167,500	(3)	$	2,019

(1)	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 of the registrant.
(2)	The 2,127,500 shares of common stock being registered under this Registration Statement are in addition to 11,500,000 shares of common stock registered pursuant to the Registration Statement on Form S-3 (File No. 333-161001) and represent additional shares offered by the registrant, including 277,500 shares issuable upon exercise of the overallotment option granted to the underwriters.
(3)	Based on the public offering price per share.

Pursuant to Rule 462(b) under the Securities Act of 1933, this Registration Statement shall become effective upon filing with the Securities and Exchange Commission.

TABLE OF CONTENTS

EXPLANATORY NOTE
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
	Item 16. Exhibits
SIGNATURES
EXHIBIT INDEX
EX-5.1
EX-23.1

EXPLANATORY NOTE

This Registration Statement relates to the public offering of common stock of GSI Commerce, Inc. contemplated by a Registration Statement on Form S-3 (SEC File No. 333-161001), as amended (the “Prior Registration Statement”), which was declared effective by the Securities and Exchange Commission (the “Commission”) on August 12, 2009. This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction IV of Form S-3 solely to increase the number of shares to be offered in the public offering by the registrant by 2,127,500 shares. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement. The required opinions and consents are listed on the Exhibit Index attached hereto and filed herewith.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits.

     All exhibits filed with or incorporated by reference in Registration Statement No. 333-161001 are incorporated by reference into, and shall be deemed part of, this registration statement, in addition to the following exhibits, which are filed herewith.

Exhibit No.	Description of Exhibit
5.1	Opinion of Blank Rome LLP.
23.1	Consent of Deloitte & Touche LLP.
23.2	Consent of Blank Rome LLP (included in Exhibit 5.1).
24.1	Power of Attorney (included on the signatures page of the Registration Statement on Form S-3 (File No. 333-161001) filed with the Commission on August 4, 2009 and incorporated herein by reference).

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of King of Prussia, Commonwealth of Pennsylvania, on the 12th day of August, 2009.

GSI COMMERCE, INC.
By:	/s/ Michael G. Rubin
	Name:	Michael G. Rubin
	Chairman, President and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael G. Rubin Michael G. Rubin	Chairman, President and Chief Executive Officer (Principal Executive Officer)	August 12, 2009
/s/ Michael R. Conn Michael R. Conn	Executive Vice President, Finance and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	August 12, 2009
* M. Jeffrey Branman	Director	August 12, 2009
* Michael J. Donahue	Director	August 12, 2009
* Ronald D. Fisher	Director	August 12, 2009
* John A. Hunter	Director	August 12, 2009
* Mark S. Menell	Director	August 12, 2009
* Jeffrey F. Rayport	Director	August 12, 2009
* Lawrence S. Smith	Director	August 12, 2009
* Andrea M. Weiss	Director	August 12, 2009

* By:	/s/ Michael G. Rubin Michael G. Rubin
	Attorney-in-Fact

EXHIBIT INDEX

 

Exhibit No.	Description of Exhibit
5.1	Opinion of Blank Rome LLP.
23.1	Consent of Deloitte & Touche LLP.
23.2	Consent of Blank Rome LLP (included in Exhibit 5.1).
24.1	Power of Attorney (included on the signatures page of the Registration Statement on Form S-3 (File No. 333-161001) filed with the Commission on August 4, 2009 and incorporated herein by reference).

EX-5.1

EXHIBIT 5.1

[Blank Rome Letterhead]

August 12, 2009

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

     RE:      Registration Statement on Form S-3

Gentlemen:

We have acted as counsel to GSI Commerce, Inc. (the “Company”) in connection with the Registration Statement on Form S-3 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended, (“Securities Act”) pursuant to Rule 462(b), relating to the offer and sale by the Company of up to an additional 2,127,500 shares of Common Stock, $0.01 par value per share (the “Common Stock”). This opinion is being furnished pursuant to the requirements of Item 601(b)(5) of Regulation S-K.

In rendering this opinion, we have examined only the documents listed on Exhibit “A” attached hereto. We have not performed any independent investigation 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 certificates, documents and records examined, and the genuineness of all signatures. In rendering this opinion, we have assumed that 49,094,218 shares of the Company’s Common Stock are currently outstanding.

This opinion is limited to the laws of the State of Delaware. No opinion is expressed as to the laws of any other jurisdiction.

Based upon and subject to the foregoing, we are of the opinion that up to an additional 2,127,500 shares of Common Stock being offered and sold by the Company pursuant to the Registration Statement, when sold in the manner and for the consideration contemplated by 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.

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 hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Prospectus, which is part of the Registration Statement. In giving this consent, we do not thereby concede that we come within the categories of persons whose consent is required by the Securities Act or the General Rules and Regulations promulgated thereunder.

Sincerely,

/s/ Blank Rome LLP

Blank Rome LLP

Exhibit A

1. The Company’s Amended and Restated Certificate of Incorporation

2. The Company’s Amended and Restated Bylaws

3. Minute Books and Stock Records of the Company

4. The Registration Statement

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-3 of our report dated March 12, 2009, except for the information included in Note 17, as to which the date is August 4, 2009, 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 referring to the effects of the retrospective application of Financial Accounting Standards Board Staff Position APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)) appearing in the Current Report on Form 8-K filed on August 4, 2009, and our report dated March 12, 2009 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 January 3, 2009, and incorporated by reference in the Prospectus included in Registration Statement No. 333-161001.

/S/ DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
August 12, 2009