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: December 8, 2004

(Date of earliest event reported)

GSI COMMERCE, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-16611	04-2958132
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

935 First Avenue, King of Prussia, PA 19406

(Address of principal executive offices and zip code)

(610) 265-3229

(Registrant’s telephone number, including area code)

1075 First Avenue, King of Prussia, PA 19406

(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:

¨ 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 1.01. Entry into a Material Definitive Agreement

On December 8, 2004, the Registrant entered into an agreement with Jordan M. Copland, Executive Vice President and Chief Financial Officer of the Registrant, extending Mr. Copland’s Employment Agreement until December 31, 2006. A copy of the agreement is filed as an Exhibit to this Form 8-K.

Item 9.01. Financial Statements and Exhibit

10.1     Letter Agreement between GSI Commerce, Inc. and Jordan M. Copland dated December 8, 2004

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.

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

Dated: December 10, 2004

Exhibit Index

Exhibit No.	Description
10.1	Letter Agreement between GSI Commerce, Inc. and Jordan M. Copland dated December 8, 2004

EX-10.1

Exhibit 10.1

December 8, 2004

Mr. Jordan M. Copland

935 First Avenue

King of Prussia, PA 19406

Dear Jordan:

Reference is made to the Employment Agreement, dated February 9, 2000 (the “Employment Agreement”), between Global Sports, Inc. (now named GSI Commerce, Inc.) (the “Company”) and you. The Company and you desire to extend the term of the Employment Agreement.

In consideration of the agreements contained in this letter, and intending to be legally bound hereby, the Company and you agree as follows:

1. The term of the Employment Agreement is hereby extended so that the term will end on December 31, 2006, unless sooner terminated in accordance with the other provisions of the Employment Agreement.

2. Except as otherwise specifically provided for in this letter, all terms and conditions of your Employment Agreement will remain in full force and effect.

Please indicate your agreement with the foregoing by signing this letter where indicated below and returning a copy to me.

Sincerely,

\s\ Michael G. Rubin

Michael G. Rubin

Chairman, Co-President and

Chief Executive Officer

AGREED TO AND ACCEPTED:

\s\ Jordan M. Copland

Jordan M. Copland

GSI Commerce, Inc.

935 First Avenue King of Prussia, PA 19406    |    gsicommerce.com    |    P 610.265.3229    F 610.265.2866