As filed with the Securities and Exchange Commission on October 16, 2009

Registration No. 333-                 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

Form S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

DG FASTCHANNEL, INC.

(Exact name of registrant as specified in its charter)

Delaware	94-3140772
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

750 W. John Carpenter Freeway

Suite 700

Irving, Texas 75039

(Address of registrant’s principal executive offices)

DG FASTCHANNEL, INC. 2006 LONG-TERM STOCK INCENTIVE PLAN

(Full title of plan)

Omar A. Choucair	Copy to:	David R. Earhart, Esq.
Chief Financial Officer		Gardere Wynne Sewell LLP
DG Fastchannel, Inc.		1601 Elm Street
750 W. John Carpenter Freeway, Suite 700		Suite 3000
Irving, Texas 75039		Dallas, Texas 75201
(972) 581-2000		(214) 999-4645

(Name and address, including zip code, and telephone number,
including area code, of registrant’s agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer x
Non-accelerated filer o  (Do not check if a smaller reporting company)	Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share (2)		Proposed maximum aggregate offering price		Amount of registration fee
Common Stock, $0.001 par value	1,100,000	$	21.23	$	23,353,000	$	1,302.79

(1)Consists of shares of Common Stock underlying options or constituting restricted stock or other rights granted or that may be granted under the Registrant’s 2006 Long-Term Stock Incentive Plan, as amended. There are also registered hereby such indeterminate number of shares as may become issuable by reason of the adjustment provisions of that Plan.

(2)Estimated solely for the purpose of calculating the registration fee, which has been computed in accordance with Rule 457(h) based on the average of the high and low prices for the Common Stock on October 9, 2009, as reported on the Nasdaq Global Market.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.    Plan Information.*

Item 2.    Registrant Information and Employee Plan Annual Information.*

*Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the Note to Part I of Form S-8.

PART II

Item 3.  Incorporation of Documents by Reference.

The following documents filed by the Registrant with the Securities and Exchange Commission (the “Commission”) are incorporated by reference in this Registration Statement:

·Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) filed with the SEC on March 10, 2009;

·our quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2009, filed with the SEC on May 11, 2009;

·our quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2009, filed with the SEC on August 7, 2009;

·our current reports on Form 8-K (other than any disclosure furnished, but not filed, pursuant to Item 2.02 or Item 7.01 of Form 8-K) filed on January 8, February 12, March 25, April 29, May 7, May 8, June 3, July 9, August 6, and September 3, 2009;

·the description of our common shares contained in the Registration Statement on Form 8-A filed with the SEC on January 26, 1996, including any amendment or report filed for the purposes of updating such description.

In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), and 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

Not applicable.

Item 5.  Interests of Named Experts and Counsel.

Not applicable.

Item 6.  Indemnification of Directors and Officers.

The Registrant’s Certificate of Incorporation provides that no director of the Registrant will be personally liable to the Registrant or any of its stockholders for monetary damages arising from the director’s breach of fiduciary duty as a director, with certain limited exceptions.

Pursuant to the provisions of Section 145 of the Delaware General Corporation Law (“DGCL”), every Delaware corporation has the power to indemnify any person who was or is a party or is

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threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation or is or was serving in such a capacity at the request of the corporation for another corporation, partnership, joint venture, trust or other enterprise, against any and all expenses, judgments, fines and amounts paid in settlement and reasonably incurred in connection with such action, suit or proceeding. The power to indemnify applies only if such person acted in good faith and in a manner such person reasonably believed to be in the best interests, or not opposed to the best interests, of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

The power to indemnify applies to actions brought by or in the right of the corporation as well, but only to the extent of defense and settlement expenses and not to any satisfaction of a judgment or settlement of the claim itself, and with the further limitation that in such actions no indemnification shall be made in the event of any adjudication of negligence or misconduct unless the court, in its discretion, believes that in light of all the circumstances indemnification should apply.

The Registrant’s Certificate of Incorporation contains provisions authorizing it to indemnify its officers and directors to the fullest extent permitted by the DGCL.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

In addition to the exhibits filed or incorporated by reference into the Initial Registration Statement or subsequent registration statements, the following documents are filed as Exhibits to this Registration Statement:

4.1           DG FastChannel, Inc. 2006 Long-Term Stock Incentive Plan (as amended April 29, 2009)

5.1           Opinion of Gardere Wynne Sewell LLP

23.1         Consent of Ernst & Young LLP

23.2         Consent of KPMG LLP

23.3         Consent of Gardere Wynne Sewell LLP (included in Exhibit 5.1)

24.1         Power of Attorney (set forth on the signature page of this Registration Statement)

Item 9.  Undertakings.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has

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been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)To include any prospectus required by Section 10(a)(3) of the Act;

(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)To include any material information with respect to the Plan of Distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)That, for the purpose of determining any liability under the Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, and the State of Texas, on October 16, 2009.

DG FASTCHANNEL, INC.
By:	/s/ Scott K. Ginsburg
	Scott K. Ginsburg
	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Scott K. Ginsburg and Omar A. Choucair, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him in his name, place and stead, in any and all capacities, to sign any or all amendments to this registration statement and additional registration statements relating to the same offering, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/ Scott K. Ginsburg
Scott K. Ginsburg	Chairman of the Board and	October 16, 2009
	Chief Executive Officer
	(Principal Executive Officer)
/s/ Omar A. Choucair
Omar A. Choucair	Director and	October 16, 2009
	Chief Financial Officer
	(Principal Financial Officer and
	Principal Accounting Officer)
/s/ David M. Kantor		October 16, 2009
David M. Kantor	Director
/s/ Lisa Gallagher		October 16, 2009
Lisa Gallagher	Director

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/s/ Kevin C. Howe		October 16, 2009
Kevin C. Howe	Director
/s/ Anthony J. LeVecchio		October 16, 2009
Anthony J. LeVecchio	Director
/s/ William Donner		October 16, 2009
William Donner	Director

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INDEX TO EXHIBITS

EXHIBIT	DESCRIPTION
4.1	DG FastChannel, Inc. 2006 Long-Term Stock Incentive Plan (as amended April 29, 2009)
5.1	Opinion of Gardere Wynne Sewell LLP
23.1	Consent of Ernst & Young, LLP
23.2	Consent of KPMG LLP
24.1	Power of Attorney (included on signature page)

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