ITEM 8.01 OTHER EVENTS

On January 28, 2009, Innotrac Corporation ("Innotrac"), GSI Commerce, Inc., a Delaware corporation ("GSI"), and Bulldog Acquisition Corp., a Georgia corporation and a wholly owned subsidiary of GSI ("Acquisition Sub"), mutually agreed to terminate the Agreement and Plan of Merger dated as of October 5, 2008 among Innotrac, GSI and Acquisition Sub (the "Merger Agreement") pursuant to
Section 7.1(a) of the Merger Agreement. The material terms of the Merger Agreement are described in the Form 8-K filed by GSI on October 6, 2008, and are incorporated by this reference. The parties mutually agreed to terminate the Merger Agreement based on current prevailing market valuations. Neither party has any financial obligation to the other as a result of the termination.

Also on January 29, 2009, Innotrac issued a press release to announce the termination of the Merger Agreement and the cancellation of the special meeting of Innotrac shareholders to consider the merger agreement, which was scheduled to be held on Feb. 6, 2009. A copy of the press release is attached as Exhibit 99.1 and is incorporated by this reference.

ITEM 9.01 EXHIBITS

Exhibit No. Description 99.1 Innotrac Corporation press release dated January 29, 2009.

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