GSI Commerce Inc. announced a registered public offering of 1,811,150 shares of common stock to be sold by the company and 8,188,850 shares of common stock to be sold by selling stockholders, including SOFTBANK Capital Partners and its affiliates, subject to market and other conditions. In addition, the company has granted the underwriters of the offering an overallotment option to purchase up to an additional 1,500,000 shares of common stock.

The company intends to use the proceeds of the offering for working capital and general corporate purposes, including possible acquisitions. The company will not receive any proceeds from the sale of the shares by the selling stockholders. The public offering price has not yet been determined.

BofA Merrill Lynch and UBS Investment Bank are the joint book-running managers for the offering. Acting as co-managers are Morgan Stanley, Janney Montgomery Scott and Thomas Weisel Partners LLC.

The offering will be made only by means of the prospectus contained in the registration statement filed with the Securities and Exchange Commission. You may obtain a copy of the prospectus relating to the offering by contacting BofA Merrill Lynch, 4 World Financial Center, New York, New York, 10080, Attn: Prospectus Department, or UBS Investment Bank, 299 Park Avenue, New York, New York, 10171, Attn: Prospectus Department.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission, but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.