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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)
January 27, 2005
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DIGITAL IMPACT, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-27787 94-3286913
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
177 Bovet Road
San Mateo, California 94402
(Address of principal executive offices, including zip code)
(650) 356-3400
(Registrant's telephone number, including area code)
N.A.
(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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02. Results of Operations and Financial Condition.
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On January 27, 2005, Digital Impact announced its financial results for the
fiscal third quarter ended December 31, 2004 and certain other information. The
full text of the press release issued in connection with the announcement is
attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933 or the Exchange Act, except as
expressly set forth by specific reference in such a filing.
The attached press release contains non-GAAP financial measures. For purposes of
Regulation G, a non-GAAP financial measure is a numerical measure of a company's
performance, financial position, or cash flows that either excludes or includes
amounts that are not normally excluded or included in the most directly
comparable measure calculated and presented in accordance with generally
accepted accounting principles.
To supplement our consolidated financial statements presented in accordance with
GAAP, Digital Impact uses non-GAAP measures of pro forma net income (loss), pro
forma net income (loss) per share and EBITDA, which are adjusted from results
based on GAAP to exclude certain expenses, recoveries and losses. These non-GAAP
measures are provided to enhance the user's overall understanding of our current
financial performance and our prospects for the future. Specifically, we believe
the non-GAAP measures provide useful information to both management and
investors by excluding certain expenses, recoveries and losses that may not be
indicative of our core operating results. These measures should be considered in
addition to, and not as a substitute for, or superior to, results prepared in
accordance with generally accepted accounting principles. Consistent with our
historical practice, the non-GAAP measures included in the attached press
release have been reconciled to the nearest GAAP measure.
Item 9.01. Financial Statements and Exhibits.
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(c) Exhibits.
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Exhibit
Number Description
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99.1 Press Release issued January 27, 2005.
SIGNATURE
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.
Digital Impact, Inc.
Dated: January 27, 2005 By: /s/ David Oppenheimer
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David Oppenheimer
Senior Vice President, Finance and
Chief Financial Officer
INDEX TO EXHIBITS
Exhibit
Number Description
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99.1 Press Release issued January 27, 2005.