S-8

As filed with the Securities and Exchange Commission on January 21, 2005

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)

1996 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) 265-3229

(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

(215) 569-5500

CALCULATION OF REGISTRATION FEE

Title of Securities To Be Registered	Amount To Be Registered		Proposed Maximum Offering Price Per Share			Proposed Maximum Aggregate Offering Price			Amount of Registration Fee
Common Stock, par value $.01 per share	1,000,000 shares	(1)	$	14.81	(2)	$	14,810,000	(2)	$	1,744	(3)

(1) Plus such indeterminate number of additional shares as may be issued pursuant to certain anti-dilution provisions contained in the 1996 Equity Incentive Plan.

(2) Pursuant to Rule 457(h), based upon the price at which stock options covered by the Registration Statement may be exercised and, in the case where such price is not known, upon the average of the high and low sale prices of our common stock, reported on the Nasdaq National Market on January 13, 2005.

(3) Pursuant to Rule 457(p), the amount of the filing fee due under this Registration Statement has been offset by $1,744 representing a portion of the filing fee paid under our Registration Statement on Form S-3 (Registration No. 333-33876), originally filed with the SEC on April 3, 2000 and withdrawn on May 8, 2000.

Rule 429 legend: The prospectus which will be used in connection with the sale of securities covered by this Registration Statement issued pursuant to the 1996 Equity Incentive Plan will also be used in connection with the sale of securities covered by (i) Registration Statement on Form S-8 (Registration No. 333-49363) filed with the SEC on April 3, 1998, (ii) Registration Statement on Form S-8 (Registration No. 333-53982) filed with the SEC on January 19, 2001, (iii) Registration Statement on Form S-8 (Registration No. 333-65694) filed with the SEC on July 24, 2001 and (iv) Registration Statement on Form S-8 (Registration No. 333-109043) filed with the SEC on September 23, 2003.

Introductory Statement

The purpose of this Registration Statement is to register an additional 1,000,000 shares of common stock for issuance pursuant to the 1996 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. 333-49363 filed with the SEC on April 3, 1998, Registration Statement No. 333-53982 filed with the SEC on January 19, 2001, Registration Statement No. 333-65694 filed with the SEC on July 24, 2001 and Registration Statement No. 333-109043 filed with the SEC on September 23, 2003 are incorporated herein by reference.

Item 8. Exhibits.

The following exhibits are filed as part of this Registration Statement.

Exhibit No.	Description
5.1	Opinion of Blank Rome LLP regarding legality.
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 Signature Page).

II-1

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company 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: January 21, 2005	/s/ Michael G. Rubin
	Michael G. Rubin,
	Chairman of the Board, Co-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 Jordan M. Copland, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his 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 he 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 indicated.

SIGNATURE	CAPACITY	DATE
/s/ Michael G. Rubin Michael G. Rubin	Chairman of the Board, Co- President and Chief Executive Officer (principal executive officer)	January 21, 2005
/s/ Jordan M. Copland Jordan M. Copland	Executive Vice President and Chief Financial Officer (principal financial and accounting officer)	January 21, 2005
/s/ Kenneth J. Adelberg Kenneth J. Adelberg	Director	January 21, 2005
/s/ M. Jeffrey Branman M. Jeffrey Branman	Director	January 21, 2005

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/s/ Ronald D. Fisher Ronald D. Fisher	Director	January 21, 2005
/s/ Harvey Lamm Harvey Lamm	Director	January 21, 2005
/s/ Mark S. Menell Mark S. Menell	Director	January 21, 2005
/s/ Michael S. Perlis Michael S. Perlis	Director	January 21, 2005
/s/ Jeffrey F. Rayport Jeffrey F. Rayport	Director	January 21, 2005

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EXHIBIT INDEX

Exhibit No.	Description
5.1	Opinion of Blank Rome LLP regarding legality.
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 Signature Page).

EX-5.1

EXHIBIT 5.1

BLANK ROME LLP

One Logan Square

Philadelphia, PA 19103-6998

(215) 569-5500

Fax: (215) 569-5555

January 21, 2005

GSI Commerce, Inc.

935 First Avenue

King of Prussia, PA 19406

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 1,000,000 shares of common stock, par value $.01 per share (“Common Stock”), by the Company pursuant to the Company’s 1996 Equity Incentive Plan, as amended (the “Plan”). This opinion is furnished pursuant to the requirement of Item 601(b)(5) of Regulation S-K.

Although as counsel to the Company we have advised the Company in connection with a variety of matters referred to us by it, our services are limited to specific matters so referred. Consequently, we may not have knowledge of many 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 assumed and relied, as to question 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 41,219,632 shares of the Company’s Common Stock are outstanding.

We have not made any independent investigation in rendering this opinion other than the document examination described. Our opinion is therefore qualified in all respects by the scope of that document examination. We make no representation as to the sufficiency of our investigation for your purposes. 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 of Common Stock of the Company 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, if any, will be legally 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 consent to the filing of this opinion as an exhibit to the Registration Statement.

Sincerely,

/s/ BLANK ROME LLP

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 of GSI Commerce, Inc. on Form S-8 of our report dated March 16, 2004, August 20, 2004 as to Note 22 (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the restatement described in Note 22) appearing in the Annual Report on Form 10-K/A Amendment No. 2 of GSI Commerce, Inc. for the year ended January 3, 2004.

/s/ DELOITTE & TOUCHE LLP

Philadelphia, Pennsylvania

January 21, 2005