GSI Commerce Inc. announced that certain former Retail Convergence Inc. stockholders have agreed to sell 2.2 million of their shares of GSI common stock in a registered underwritten offering. The selling stockholders acquired their shares of GSI common stock in connection with GSI's acquisition of Retail Convergence Inc.
Pursuant to the terms of a registration rights agreement entered into in connection with GSI's acquisition of RCI, GSI was required to file a registration statement which would permit the former stockholders of RCI to resell the shares of GSI common stock that they received as initial merger consideration in the acquisition. GSI will not receive any of the proceeds from the offering. Closing of the offering is expected to occur on or about Dec. 11, 2009, subject to customary closing conditions.
The total number of shares of GSI common stock outstanding will not change as a result of this offering. Prior to the underwritten offering, the selling stockholders sold an additional 1.0 million shares to a private equity fund pursuant to the registration statement.
