UNITED STATES SECURITIES AND EXCHANGE COMMISSION

~~SECURITIES~~Washington, ~~AND~~D.C. ~~EXCHANGE COMMISSION~~20549

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

~~Pursuant~~Date of toReport ~~Section~~(Date 13of orearliest ~~15(d~~event reported): ofJune ~~the~~17, 2011

~~Securities~~GSI ~~Exchange~~COMMERCE, ~~Act of 1934~~INC.

Date of report (Date of earliest event reported): June 10, 2011
GSI COMMERCE, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware	0-16611	04-2958132
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
935 First Avenue King of Prussia, Pennsylvania 19406
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: 610-491-7000
N/A
(Former Name or Former Address, if Changed Since Last Report)

(Exact name of registrant as specified in its charter)

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 (see General Instruction A.2. below):


Delaware	0-16611	04-2958132

(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


935 First Avenue, King of Prussia, Pennsylvania		19406

(Address of principal executive offices)		(Zip Code)

oRegistrant’s ~~Soliciting~~telephone ~~material~~number, ~~pursuant~~including toarea ~~Rule~~code: ~~14a~~610-~~12 under the Exchange Act (17 CFR 240.14a~~491-~~12)~~7000

oNot ~~Pre-commencement~~Applicable ~~communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~

o(Former ~~Pre-commencement~~name ~~communications~~or ~~pursuant~~former toaddress, ~~Rule~~if ~~13e-4(c)~~changed ~~under~~since ~~the~~last ~~Exchange Act (17 CFR 240~~report.~~13e-4(c~~))

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:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Introductory Note

On June 17, 2011, GSI Commerce, Inc. (“GSI”), a Delaware corporation, completed its merger (the “Merger”) with Gibraltar Acquisition Corp. (“Merger Sub”), a wholly-owned subsidiary of eBay Inc. (“eBay”), pursuant to the terms of the Agreement and Plan of Merger, dated as of March 27, 2011 (the “Merger Agreement”), among GSI, eBay and Merger Sub. As a result of the Merger, GSI is now wholly owned by eBay.


Item 3.01		Notice of Delisting or Failure to Satisfy a Continued Listing Rule of Standard; Transfer of Listing

As contemplated by the Merger Agreement, on June 17, 2011, GSI notified the NASDAQ Stock Market (“NASDAQ”) of GSI’s intent to remove its Common Stock from listing on NASDAQ and requested that the NASDAQ file with the Securities and Exchange Commission an application on Form 25 to report that the shares of Common Stock are no longer listed on NASDAQ.

Item 5.07 Submission of Matters to a Vote of Security Holders

On June 17, 2011, GSI held a Special Meeting of Stockholders to consider and vote on a proposal to adopt the Merger Agreement. Adoption of the Merger Agreement required the affirmative vote of the holders of at least a majority of the shares of GSI’s Common Stock outstanding at the close of business on May 9, 2011, the record date. The votes in favor of the adoption of the Merger Agreement represented 80.12% of the outstanding shares of GSI Common Stock as of the record date. The stockholders of GSI also voted to approve the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies. This proposal to adjourn the special meeting to a later date was not implemented because the proposal to adopt the Merger Agreement was approved by the stockholders of GSI.

Set forth below, with respect to each such proposal, are the number of votes cast for or against, the number of abstentions and the number of broker non-votes.

Proposal 1: Adopt the Merger Agreement


Votes For	Votes Against	Abstentions	Broker Non-Votes
58,303,136	207,650	124,879	0

Proposal 2: Adjourn the Special Meeting to Solicit Additional Proxies


Votes For	Votes Against	Abstentions	Broker Non-Votes
54,818,916	3,675,754	140,995	0


Item 8.01		Other Events

OnImmediately ~~June~~following ~~10,~~the ~~2011,~~consummation ~~(i) lead plaintiff Erie County Employees Retirement System, on behalf~~ of the ~~Class~~Merger, ~~(as~~eBay ~~defined below)~~ and ~~derivatively~~NRG ~~on behalf of nominal defendant GSI~~ Commerce, ~~Inc.~~LLC, ~~(“GSI”)~~a ~~(referred~~Delaware limited toliability ~~together~~company aswholly-owned ~~“Plaintiffs”),~~by ~~and (ii) defendants~~ GSI,’s ~~Michael~~former ~~G. Rubin~~Chairman, ~~Michael~~President R.and ~~Conn,~~Chief ~~J. Scott Hardy~~Executive Officer, ~~Damon Mintzer, Christopher Saridakis, James F~~Mr. ~~Flanagan, M. Jeffrey Branman,~~ Michael ~~J. Donahue~~Rubin, ~~Ronald D. Fisher, John A. Hunter, Josh Kopelman, Mark S. Menell, Jeffrey F. Rayport, Lawrence S. Smith, David Rosenblatt, Andrea M. Weiss, NRG Commerce, LLC, Gibraltar Acquisition Corp.~~ (“~~Merger Sub~~Purchaser”), ~~and~~completed ~~eBay Inc. (“eBay”), (referred to collectively as~~ the ~~“Defendants”),~~previously inannounced ~~the~~acquisition ~~consolidated~~whereby Purchaser ~~action~~acquired (~~the “Delaware Action”~~i) 100% ~~captioned~~of ~~In Re GSI Commerce, Inc. Shareholder Litigation, Consol. C.A. No. 6346-VCN, pending in~~ the ~~Court~~outstanding ofshares ~~Chancery~~ of ~~the~~capital ~~State~~stock of ~~Delaware (the “Court”)~~TeamStore, ~~reached~~Inc. anand ~~agreement in principle providing for the settlement~~ 100% of the ~~Delaware~~outstanding ~~Action~~membership oninterests ~~the terms~~ and ~~conditions~~other ~~set~~equity ~~forth~~interests ~~in a memorandum~~ of ~~understanding~~Fanatics, ~~dated~~LLC ~~June 10, 2011~~ (collectively, the “~~MOU”). Pursuant~~Licensed toSports ~~the MOU~~Business”), ~~the~~(ii) 70% ~~Defendants~~of ~~agreed that in connection with~~ the ~~merger~~outstanding shares of ~~Merger~~capital ~~Sub,~~stock ~~a wholly-owned subsidiary~~ of ~~eBay~~RueLaLa, Inc. ~~into GSI~~ (~~the~~ “~~merger~~RueLaLa”), asand ~~described~~(iii) 70% inof the ~~Definitive~~outstanding ~~Proxy~~shares ~~Statement~~of oncapital ~~Schedule~~stock ~~14A~~of ~~filed~~ShopRunner, ~~by GSI with the Securities and Exchange Commission~~ Inc. (~~the~~ “~~SEC~~ShopRunner”) ~~on May 11~~and, ~~2011~~together ~~(the “proxy statement”), which was supplemented by the Schedule 14A filed~~ with the ~~SEC~~Licensed onSports ~~June~~Business 3,and ~~2011~~RueLaLa, ~~eBay will cause to be paid a settlement amount (~~the “~~Settlement Amount~~Purchased Entities”) ~~equal~~for topurchase ~~$0.33~~prices ~~per share to GSI stockholders who hold GSI common stock and/or GSI equity incentive awards on the effective date~~ of ~~the~~$330,000,000, ~~merger~~$122,500,000 ~~but excluding (1) GSI common stock~~ and ~~GSI equity incentive awards held by GSI’s directors and senior officers and (2) any shares of GSI common stock that are obtained through a conversion of any GSI debt securities on or after June 9~~$45,500,000, ~~2011~~respectively. ~~The~~ ~~payment~~Each of the ~~Settlement~~Purchased ~~Amount~~Entities iswas ~~separate~~a ~~and~~direct ~~distinct~~or ~~from~~indirect ~~the payment of the $29.25 per~~wholly-~~share~~owned ~~merger~~subsidiary ~~consideration to be paid pursuant to the terms~~ of ~~the merger to all of the stockholders of~~ GSI ~~(including those who will not receive the Settlement Amount) but will be paid contemporaneously with the payment of such per-share merger consideration~~.

The MOU further provides that: (1) the parties to the MOU will agree upon and execute a stipulation of settlement (the “Stipulation”), which will replace the MOU, and will submit the Stipulation to the Court for review and approval; (2) the Stipulation will provide for dismissal of the Delaware Action with prejudice on the merits; (3) the Stipulation will include a general release of the Defendants from any and all claims relating to, among other things, the merger, the Agreement and Plan of Merger, dated as of March 27, 2011, by and among, eBay, Merger Sub and GSI, and any disclosures made in connection therewith; and (4) the MOU is, and the Stipulation will be, conditioned on, among other things, consummation of the merger, certification of the Class, and final approval by the Court following notice to the Class.

The terms of the settlement were agreed after extensive arm’s length negotiations to resolve the claims asserted in the Delaware Action. The settlement will not include any amendment or modifications of the terms of the merger, or affect the form or amount of consideration to be received by all of the GSI stockholders in the merger, as described in the proxy statement.

The Defendants have denied and continue to deny any wrongdoing or liability with respect to all claims, events, and transactions complained of in the Delaware Action or that they have engaged in any wrongdoing. The Defendants have entered into the MOU to eliminate the uncertainty, burden, risk, expense, and distraction of further litigation.

For purposes of this filing, “Class” shall mean all record holders and beneficial owners of common stock of GSI together with their successors and assigns, during the period commencing from January 18, 2011 and ending at the effective time of the closing of the merger, but excluding (i) Defendants (and any senior GSI officers who are not defendants), (ii) any holders of convertible debt securities of GSI, and any associates, affiliates, legal representatives, heirs, successors in interest, transferees and assignees of (i) and (ii).

The acquisition, which will be financed with cash and debt, is now expected to close on June 17, 2011, subject to GSI shareholder approval and other customary closing conditions.

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.	~~GSI COMMERCE, INC.~~
June 13, 2011		By:		/s/ Michael R. Conn
June 17, 2011	By:	/s/ Scott Rosenberg
				Name: Michael R. Conn
		Name:	Scott Rosenberg
				Title: Executive Vice President, Finance and Chief Financial Officer
		Title:	Chief Financial Officer

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