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<P style="font-size: 14pt" align="center"><B>UNITED STATES<BR>
SECURITIES AND
EXCHANGE COMMISSION<BR>
<FONT style="font-size: 12pt">Washington, D.C. 20549
</FONT></B>

<P style="font-size: 18pt" align="center"><B>FORM 8-K</B>

<P style="font-size: 12pt" align="center"><B>CURRENT REPORT<BR>
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934</B>

<P style="font-size: 10pt" align="center"><B>Date of Report (Date of earliest
event reported): May 4, 2009</B>


<P style="font-size: 24pt" align="center"><B>GSI COMMERCE, INC.<BR>
</B><FONT
style="font-size: 10pt">(Exact name of registrant as specified in its charter)
</FONT>
<TABLE style="font-size: 10pt; text-align: center" cellspacing="0"
cellpadding="0" width="100%" border="0">

 <TR>
  <TD width="32%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="33%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="32%">&nbsp;</TD>
 </TR>
 <TR valign="bottom">
  <TD style="border-bottom: #000000 1px solid"><B>Delaware</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>0-16611</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>04-2958132</B></TD>
 </TR>
 <TR valign="top">
  <TD>(State or other Jurisdiction of Incorporation)</TD>
  <TD>&nbsp;</TD>
  <TD>(Commission File Number)</TD>
  <TD>&nbsp;</TD>
  <TD>(IRS Employer Identification No.)</TD>
 </TR>

</TABLE>
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cellpadding="0" width="100%" border="0">

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  <TD width="49%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="49%">&nbsp;</TD>
 </TR>
 <TR valign="bottom">
  <TD style="border-bottom: #000000 1px solid"><B>935 First Avenue, King of
Prussia, PA <BR>
</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>19406</B></TD>
 </TR>
 <TR valign="top">
  <TD>(Address of Principal Executive Offices)</TD>
  <TD>&nbsp;</TD>
  <TD>(Zip Code)</TD>
 </TR>

</TABLE>


<P style="font-size: 10pt" align="center">Registrant&#8217;s telephone number,
including area code: <B>(610) 491-7000</B>
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cellpadding="0" width="30%" border="0">

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  <TD width="100%">&nbsp;</TD>
 </TR>
 <TR>
  <TD style="border-bottom: #000000 1px solid" nowrap><B>&nbsp;</B></TD>
 </TR>
 <TR>
  <TD nowrap>(Former name or former address if changed since last report.)</TD>
 </TR>

</TABLE>


<P style="font-size: 10pt" align="left">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:

<P style="font-size: 10pt" align="left"><FONT face="Wingdings">o</FONT> Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)<BR>
<BR>
<FONT face="Wingdings">o</FONT> Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<BR>
<BR>
<FONT
face="Wingdings">o</FONT> Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<BR>
<BR>
<FONT
face="Wingdings">o</FONT> Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<BR>


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<P style="font-size: 10pt" align="left"><BR>
<B>Item&nbsp;7.01
Regulation&nbsp;FD Disclosure.</B>

<P style="font-size: 10pt; text-indent: 4%" align="left">Management of GSI
Commerce, Inc. (&#8220;GSI&#8221;) will be meeting with investors during the
week of May 4.&nbsp; In anticipation of questions regarding GSI&#8217;s 2009
fiscal year outlook, GSI is reiterating the guidance it provided on its
conference call with investors in February.&nbsp; GSI expects non-GAAP income
from operations growth of at least 10&nbsp;percent in fiscal year 2009 and
possibly greater.&nbsp; The company expects capital expenditures for the year
should be no more than $50 million, which implies potential solid growth in
free cash flow.

<P style="font-size: 10pt" align="left"><B>Forward-Looking Statements</B>

<P style="font-size: 10pt; text-indent: 4%" align="left">This report contains
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. All statements made in this report, other than
statements of historical fact, are forward-looking statements. The words
&#8220;guidance,&#8221; &#8220;expects,&#8221; &#8220;implies&#8221; and
similar expressions typically are used to identify forward-looking statements.
Forward-looking statements are based on the then-current expectations, beliefs,
assumptions, estimates and forecasts about the business of GSI Commerce. These
statements are not guarantees of future performance and involve risks,
uncertainties and assumptions which are difficult to predict. Therefore, actual
outcomes and results may differ materially from what is expressed or implied by
these forward-looking statements. Factors which may affect GSI Commerce&#8217;s
business, financial condition and operating results include the effects of
changes in the economy, consumer spending, the financial markets and the
industries in which GSI Commerce and its clients operate, changes affecting the
Internet and e-commerce, the ability of GSI Commerce to develop and maintain
relationships with strategic clients and suppliers and the timing of the
establishment, extension or termination of its relationships with strategic
clients, the ability of GSI Commerce to timely and successfully develop,
maintain and protect its technology, confidential and proprietary information
and product and service offerings and execute operationally, the ability of GSI
Commerce to attract and retain qualified personnel, and the performance of
acquired businesses. More information about potential factors that could affect
GSI Commerce can be found in its most recent Form 10-K, Form 10-Q and other
reports and statements filed by GSI Commerce with the SEC. GSI Commerce
expressly disclaims any intent or obligation to update these forward-looking
statements.

<P style="font-size: 10pt" align="left"><B>Non-GAAP Financial Measures</B>

<P style="font-size: 10pt; text-indent: 2%" align="left">This report contains
the non-GAAP financial measures non-GAAP income from operations and free cash
flow. As used herein, &#8220;GAAP&#8221; refers to accounting principles
generally accepted in the United States. We use these non-GAAP financial
measures for financial and operational decision making and as a means to
evaluate our performance. In our opinion, these non-GAAP measures provide
meaningful supplemental information regarding our performance. We believe that
both management and investors benefit from

<P style="font-size: 10pt; text-indent: 2%" align="center">&nbsp;

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<P style="font-size: 10pt" align="left">referring to these non-GAAP financial
measures in assessing our performance and when planning, forecasting and
analyzing future periods. We believe these non-GAAP financial measures are
useful to investors both because (1)&nbsp;they allow for greater transparency
with respect to key metrics used by management in its financial and operational
decision making and (2)&nbsp;they are used by institutional investors and the
analyst community to help them analyze the health of our business. These
measures may be different from non-GAAP measures used by other companies.

<P style="font-size: 10pt; text-indent: 2%" align="left">Non-GAAP income from
operations<I>. </I>We define non-GAAP income from operations as income from
operations excluding stock-based compensation, depreciation and amortization
expenses, and transaction, due diligence and integration expenses relating to
acquisitions. We consider non-GAAP income from operations to be a useful metric
for management and investors because it excludes certain non-cash and
non-operating items. Because of varying available valuation methodologies,
subjective assumptions and the variety of award types that companies can use
when valuing equity awards under SFAS 123R, we believe that viewing income from
operations excluding stock-based compensation expense allows investors to make
meaningful comparisons between our operating performance and those of other
businesses. Because we are growing our business and operate in an emerging and
changing industry, we believe that our level of capital expenditures and
consequently the level of depreciation and amortization expense relative to our
revenues could be meaningfully greater today than it will be over time. As a
result, we believe it is useful supplemental information to view income from
operations excluding depreciation and amortization expense as it provides a
potential indicator of the future operating margin potential of the business.
We believe the exclusion of acquisition-related integration, transaction and
due diligence expense permits evaluation and a comparison of results for
on-going business operations, and it is on this basis that management
internally assesses the company&#8217;s performance.

<P style="font-size: 10pt; text-indent: 2%" align="left">Free cash flow. We
define free cash flow as net cash provided by operating activities minus cash
paid for fixed assets, including internal use software. We consider free cash
flow to be a liquidity measure that provides useful information to management
and investors about the amount of cash generated by the business that, after
the acquisition of property and equipment, including information technology
infrastructure, can be used for strategic opportunities, including investing in
the business, making strategic acquisitions and strengthening the balance
sheet. Analysis of free cash flow also facilitates management&#8217;s
comparisons of our operating results to the operating results of comparable
companies. A limitation of using free cash flow as a means for evaluating our
performance is that free cash flow reflects changes in working capital which is
impacted by short-term changes in cash flow and the seasonality of our business
which may not be indicative of long-term performance. Another limitation of
free cash flow is that it excludes fixed assets purchased and placed in
service, but not paid for during the applicable period. Our management
compensates for this limitation by providing supplemental information about
capital expenditures accrued, but not paid for during the applicable periods on
the face of the cash flow statement in our Forms 10-K and 10-Q.



<P style="font-size: 10pt" align="center">&nbsp;

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<P style="font-size: 10pt" align="left"><B>SIGNATURES</B>

<P style="font-size: 10pt; text-indent: 3%" align="left">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.


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 <TR valign="bottom">
  <TD>&nbsp;</TD>
  <TD valign="top" align="left" colspan="2"><B>GSI COMMERCE, INC.</B></TD>
 </TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="bottom">
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">By: </TD>
  <TD valign="top" align="left" style="border-bottom: 1px solid #000000">/s/ Michael R. Conn</TD>
 </TR>

 <TR valign="bottom">
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align="left">Michael R. Conn<BR>
Executive Vice President Finance and<BR>Chief Financial Officer</TD>
</TR>

 <TR valign="bottom">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px"></DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">&nbsp;</TD>
 </TR>
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<P>
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%"
border="0">

 <TR
style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000"
valign="top">
  <TD nowrap align="left" width="100%">Dated: May&nbsp;4, 2009</TD>
 </TR>

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<P style="font-size: 10pt" align="center">&nbsp;

<P style="display: none; font-size: 10pt" align="center">4
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{"company-data": {"conformed-name": "GSI COMMERCE INC", "cik": "0000828750", "assigned-sic": "5961", "irs-number": "042958132", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-16611", "film-number": "09791557"}, "business-address": {"street1": "935 FIRST AVE", "city": "KING OF PRUSSIA", "state": "PA", "zip": "19406", "phone": "6104917000"}, "mail-address": {"street1": "935 FIRST AVE", "city": "KING OF PRUSSIA", "state": "PA", "zip": "19406"}, "former-company": {"former-conformed-name": "GLOBAL SPORTS INC", "date-changed": "19971223"}}
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 (Date of earliest
event reported): May 4, 2009
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 Number)
(IRS Employer Identification No.)
935 First Avenue, King of
Prussia, PA
19406
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number,
including area code:
(610) 491-7000
(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:
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))
Item 7.01
Regulation FD Disclosure.
Management of GSI
Commerce, Inc. ("GSI") will be meeting with investors during the
week of May 4.  In anticipation of questions regarding GSI's 2009
fiscal year outlook, GSI is reiterating the guidance it provided on its
conference call with investors in February.  GSI expects non-GAAP income
from operations growth of at least 10 percent in fiscal year 2009 and
possibly greater.  The company expects capital expenditures for the year
should be no more than $50 million, which implies potential solid growth in
free cash flow.
Forward-Looking Statements
This report contains
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. All statements made in this report, other than
statements of historical fact, are forward-looking statements. The words
"guidance," "expects," "implies" and
similar expressions typically are used to identify forward-looking statements.
Forward-looking statements are based on the then-current expectations, beliefs,
assumptions, estimates and forecasts about the business of GSI Commerce. These
statements are not guarantees of future performance and involve risks,
uncertainties and assumptions which are difficult to predict. Therefore, actual
outcomes and results may differ materially from what is expressed or implied by
these forward-looking statements. Factors which may affect GSI Commerce's
business, financial condition and operating results include the effects of
changes in the economy, consumer spending, the financial markets and the
industries in which GSI Commerce and its clients operate, changes affecting the
Internet and e-commerce, the ability of GSI Commerce to develop and maintain
relationships with strategic clients and suppliers and the timing of the
establishment, extension or termination of its relationships with strategic
clients, the ability of GSI Commerce to timely and successfully develop,
maintain and protect its technology, confidential and proprietary information
and product and service offerings and execute operationally, the ability of GSI
Commerce to attract and retain qualified personnel, and the performance of
acquired businesses. More information about potential factors that could affect
GSI Commerce can be found in its most recent Form 10-K, Form 10-Q and other
reports and statements filed by GSI Commerce with the SEC. GSI Commerce
expressly disclaims any intent or obligation to update these forward-looking
statements.
Non-GAAP Financial Measures
This report contains
the non-GAAP financial measures non-GAAP income from operations and free cash
flow. As used herein, "GAAP" refers to accounting principles
generally accepted in the United States. We use these non-GAAP financial
measures for financial and operational decision making and as a means to
evaluate our performance. In our opinion, these non-GAAP measures provide
meaningful supplemental information regarding our performance. We believe that
both management and investors benefit from
referring to these non-GAAP financial
measures in assessing our performance and when planning, forecasting and
analyzing future periods. We believe these non-GAAP financial measures are
useful to investors both because (1) they allow for greater transparency
with respect to key metrics used by management in its financial and operational
decision making and (2) they are used by institutional investors and the
analyst community to help them analyze the health of our business. These
measures may be different from non-GAAP measures used by other companies.
Non-GAAP income from
operations
.
We define non-GAAP income from operations as income from
operations excluding stock-based compensation, depreciation and amortization
expenses, and transaction, due diligence and integration expenses relating to
acquisitions. We consider non-GAAP income from operations to be a useful metric
for management and investors because it excludes certain non-cash and
non-operating items. Because of varying available valuation methodologies,
subjective assumptions and the variety of award types that companies can use
when valuing equity awards under SFAS 123R, we believe that viewing income from
operations excluding stock-based compensation expense allows investors to make
meaningful comparisons between our operating performance and those of other
businesses. Because we are growing our business and operate in an emerging and
changing industry, we believe that our level of capital expenditures and
consequently the level of depreciation and amortization expense relative to our
revenues could be meaningfully greater today than it will be over time. As a
result, we believe it is useful supplemental information to view income from
operations excluding depreciation and amortization expense as it provides a
potential indicator of the future operating margin potential of the business.
We believe the exclusion of acquisition-related integration, transaction and
due diligence expense permits evaluation and a comparison of results for
on-going business operations, and it is on this basis that management
internally assesses the company's performance.
Free cash flow. We
define free cash flow as net cash provided by operating activities minus cash
paid for fixed assets, including internal use software. We consider free cash
flow to be a liquidity measure that provides useful information to management
and investors about the amount of cash generated by the business that, after
the acquisition of property and equipment, including information technology
infrastructure, can be used for strategic opportunities, including investing in
the business, making strategic acquisitions and strengthening the balance
sheet. Analysis of free cash flow also facilitates management's
comparisons of our operating results to the operating results of comparable
companies. A limitation of using free cash flow as a means for evaluating our
performance is that free cash flow reflects changes in working capital which is
impacted by short-term changes in cash flow and the seasonality of our business
which may not be indicative of long-term performance. Another limitation of
free cash flow is that it excludes fixed assets purchased and placed in
service, but not paid for during the applicable period. Our management
compensates for this limitation by providing supplemental information about
capital expenditures accrued, but not paid for during the applicable periods on
the face of the cash flow statement in our Forms 10-K and 10-Q.
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 R. Conn
Michael R. Conn
Executive Vice President Finance and
Chief Financial Officer
Dated: May 4, 2009