On June 2, 2009, DG FastChannel, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Oppenheimer & Co. Inc. and Roth Capital Partners, LLC (collectively, the "Underwriters"), related to a public offering of 2,500,000 shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), at a price of $19.50 per share less the underwriting commission. Under the terms of the Underwriting Agreement, the Company has granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 375,000 shares of Common Stock to cover over-allotments, if any. The offering is being made pursuant to the Company's effective registration statements on Form S-3, as amended and supplemented (Registration Statement No. 333-146728) filed with the Securities and Exchange Commission. The Underwriting Agreement is filed as Exhibit 1.1 to this Report and the description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.

On June 3, 2009, DG FastChannel, Inc. (the "Company") issued a press release announcing that it had priced the public offering described in Item 1.01 of this Report. The Company's press release is filed as Exhibit 99.1 to this Report and is incorporated by reference herein.

(c) Exhibits:

Exhibit No.                   Description

1.1           Underwriting Agreement, dated June 2, 2009.
99.1          Press release dated June 3, 2009.