UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

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the Securities Exchange Act of 1934

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Enliven Marketing Technologies Corporation

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GRAPHIC GRAPHIC

MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT

Dear Stockholder:

          The boards of directors of DG FastChannel, Inc., or DG FastChannel, and Enliven Marketing Technologies Corporation, or Enliven, have approved a merger agreement that provides for the merger of DG Acquisition Corp. VI., a wholly owned subsidiary of DG FastChannel, with and into Enliven. Following the merger, Enliven will continue as the surviving corporation and a wholly owned subsidiary of DG FastChannel. In the merger, the holders of Enliven common stock will receive shares of DG FastChannel common stock in the amounts described in the accompanying joint proxy statement/prospectus and the holders of DG FastChannel common stock will continue to hold their shares.

          Pursuant to the merger, Enliven stockholders will be entitled to receive 0.051 shares of DG FastChannel common stock for each share of Enliven common stock, which shares are offered pursuant to the accompanying joint proxy statement/prospectus. If the merger is completed, DG FastChannel expects to issue approximately 4.5 million shares of DG FastChannel common stock (which number does not reflect any shares of Enliven common stock issued after the date of this joint proxy statement/prospectus pursuant to the exercise of outstanding stock options or warrants to purchase Enliven common stock), and holders of Enliven common stock immediately prior to the merger (other than DG FastChannel and its affiliates) will own approximately 20% of the combined company and the holders of DG FastChannel common stock immediately prior to the merger will own approximately 80% of the combined company. The exchange ratio will not be adjusted for changes in the market price of DG FastChannel or Enliven common stock. We describe in detail the terms of the merger in the accompanying joint proxy statement/prospectus under the caption "THE MERGER," on page 34 which we urge you to read carefully. The common stock of DG FastChannel is quoted on the Nasdaq Global Market under the symbol "DGIT." The common stock of Enliven is quoted on the Nasdaq Capital Market under the symbol "ENLV."

          Because the value of the DG FastChannel common stock to be issued in the merger will not be known until the time of the merger, whether the holders of outstanding stock options and warrants exercisable for Enliven common stock will choose to exercise them in order to receive DG FastChannel common stock in the merger will not be known until immediately prior to the merger.

          The merger cannot be completed unless Enliven stockholders adopt the merger agreement and approve the merger contemplated by the merger agreement and DG FastChannel stockholders approve the issuance of DG FastChannel common stock in connection with the merger, each at their respective special stockholder meetings.

          Enliven operates in an emerging and dynamic industry of rich media marketing solutions. Competing in this emerging online advertising industry, by its nature, presents both risks and potential rewards.

          We believe that the Unicast advertising serving operating unit of Enliven will require substantial investment in software development post merger to enhance the online and mobile advertising product offerings. Additionally, DG FastChannel plans a significant investment in additional sales personnel both domestically and internationally. DG FastChannel believes that software development and hiring additional sales personnel are key elements of operating the Unicast advertising serving unit successfully in the future.

          We expect these investments, which will begin immediately after the consummation of the merger, to result in overall increased operating costs for the combined company.

          More information about DG FastChannel, Enliven and the merger is contained in the accompanying joint proxy statement/prospectus. We encourage you to read the joint proxy statement/prospectus and to carefully consider the risk factors beginning on page 21 of the accompanying joint proxy statement/prospectus before voting.

          Your vote is very important.    Whether or not you plan to attend your company's special meeting, please take the time to vote your shares. You may vote your shares by completing, signing, dating and returning the enclosed proxy card as promptly as possible in the enclosed postage-prepaid envelope.

Sincerely,    

GRAPHIC

 

GRAPHIC

Scott K. Ginsburg
Chief Executive Officer and
Chairman of the Board

DG FastChannel, Inc.

 

Patrick Vogt
President and
Chief Executive Officer

Enliven Marketing Technologies Corporation

          The accompanying joint proxy statement/prospectus is dated August 18, 2008 and is first being mailed to the stockholders of DG FastChannel and Enliven on or about August 21, 2008.

          Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the securities to be issued under this joint proxy statement/prospectus or determined if this joint proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.



HOW TO OBTAIN ADDITIONAL INFORMATION

        This joint proxy statement/prospectus incorporates important business and financial information about DG FastChannel and Enliven from documents that DG FastChannel and Enliven have filed with the Securities and Exchange Commission and that are not included in or delivered with this document. This information is available to you without charge upon your written or oral request. You can obtain these documents through the Securities and Exchange Commission at www.sec.gov. You can also obtain copies of these documents by requesting them in writing or by telephone from DG FastChannel or Enliven at the appropriate address and telephone number:

DG FastChannel, Inc.
Investor Relations
750 W. John Carpenter Freeway, Suite 700
Irving, Texas 75039
(972) 581-2000
  Enliven Marketing Technologies Corporation
Investors Relations
205 West 39th Street, 16th Floor
New York, New York 10018
(212) 201-0800

        To obtain timely delivery of requested documents prior to the respective special meetings, you must request documents no later than August 21, 2008. If you request any incorporated documents, we will mail the documents you request by first class mail, or another equally prompt means, within one business day after your request is received.

        See the section entitled "WHERE YOU CAN FIND MORE INFORMATION" beginning on page 105 of this joint proxy statement/prospectus for more information about, including a listing of, the documents incorporated by reference in this joint proxy statement/prospectus.

        You should rely only on the information contained in, or incorporated by reference into, this joint proxy statement/prospectus in deciding how to vote on each of the proposals. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated August 18, 2008. You should not assume that the information contained in, or incorporated by reference into, this joint proxy statement/prospectus is accurate as of any date other than that date.

        This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in this joint proxy statement/prospectus regarding DG FastChannel and DG Acquisition Corp. VI. has been provided by DG FastChannel, and information contained in this joint proxy statement/prospectus regarding Enliven has been provided by Enliven (other than the financial cash flow projections referred to in the section entitled "Fairness Opinion of Financial Advisor to DG FastChannel" beginning on page 44 of this joint proxy statement/prospectus).


DG FASTCHANNEL, INC.
750 W. JOHN CARPENTER FREEWAY, SUITE 700
IRVING, TEXAS 75039

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 24, 2008

To the Stockholders of DG FastChannel, Inc.:

        We will hold a special meeting of the stockholders of DG FastChannel, Inc., a Delaware corporation, on September 24, 2008 at 10:00 a.m., local time, at the Omni Mandalay Hotel at Las Colinas, 221 East Las Colinas Blvd, Irving, Texas 75039, to consider and vote upon the following matters:


        The DG FastChannel board of directors has unanimously adopted and approved the merger agreement and the issuance of DG FastChannel common stock in connection with the merger and recommends that the stockholders vote FOR approval of the issuance of DG FastChannel common stock in connection with the merger.

        The close of business on August 7, 2008 has been fixed by the DG FastChannel board of directors as the record date for the determination of stockholders entitled to notice of and to vote at the special meeting or any adjournment or postponement thereof. Only holders of record of DG FastChannel common stock at the close of business on the record date may attend and vote at the special meeting. A list of such stockholders will be available for inspection at the principal offices of DG FastChannel, located at 750 W. John Carpenter Freeway, Suite 700, Irving, Texas 75039, during ordinary business hours for the ten-day period prior to the special meeting.

        All stockholders are cordially invited to attend the special meeting in person. However, to ensure your representation at the special meeting, you are urged to complete, sign and return the enclosed proxy card as promptly as possible in the enclosed postage-prepaid envelope. You may revoke your proxy in the manner described in the accompanying joint proxy statement/prospectus at any time before it is voted at the special meeting. Executed proxies with no instructions indicated thereon will be voted FOR the approval of the issuance of DG FastChannel common stock in connection with the merger and, in the discretion of the proxy holders, on each of the other proposals that may properly come before the special meeting.

        If you plan on attending the meeting and your shares are held in the name of a broker, trust, bank or other nominee, you should bring with you a proxy or letter from the broker, trustee, bank or nominee confirming your beneficial ownership of the shares. If you plan to vote via proxy and your shares are held in "street name," please note that your broker will not be permitted to vote on the approval of the issuance of DG FastChannel common stock in connection with the merger unless you provide your broker with instructions on how to vote.

    By Order of the Board of Directors,

 

 

GRAPHIC
    Omar A. Choucair
Chief Financial Officer and Secretary

Irving, Texas
August 18, 2008

 

 

ENLIVEN MARKETING TECHNOLOGIES CORPORATION
205 WEST 39TH STREET, 16TH FLOOR
NEW YORK, NEW YORK 10018

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 24, 2008

To the Stockholders of Enliven Marketing Technologies Corporation:

        We will hold a special meeting of the stockholders of Enliven Marketing Technologies Corporation, a Delaware corporation, on September 24, 2008 at 11:00 a.m., local time, at New York's Hotel Pennsylvania, 401 Seventh Avenue, New York, New York 10001, to consider and vote upon the following matters:

        The Enliven board of directors has unanimously adopted and approved the merger agreement and the merger, and recommends that the stockholders vote FOR the adoption of the merger agreement and approval of the merger.

        The close of business on August 7, 2008 has been fixed by the Enliven board of directors as the record date for the determination of stockholders entitled to notice of and to vote at the special meeting or any adjournment or postponement thereof. Only holders of record of Enliven common stock at the close of business on the record date may attend and vote at the special meeting. A list of such stockholders will be available for inspection at the principal offices of Enliven, located at 205 West 39th Street, 16th Floor, New York, NY 10018, during ordinary business hours for the ten-day period prior to the special meeting.

        All stockholders entitled to vote are cordially invited to attend the special meeting in person. However, to ensure your representation at the special meeting, you are urged to complete, sign and return the enclosed proxy card as promptly as possible in the enclosed postage-prepaid envelope. You may revoke your proxy in the manner described in the accompanying joint proxy statement/prospectus at any time before it is voted at the special meeting. Executed proxies with no instructions indicated thereon will be voted FOR the adoption of the merger agreement and approval of the merger, for the proposal to adjourn the special meeting to a later date, if necessary, and, in the discretion of the proxy holders, on each of the other proposals that may properly come before the special meeting.

        If you plan on attending the meeting and your shares are held in the name of a broker, trust, bank or other nominee, you should bring with you a proxy or letter from the broker, trustee, bank or nominee confirming your beneficial ownership of the shares. If you plan to vote via proxy and your shares are held in "street name," please note that your broker will not be permitted to vote on the adoption of the merger agreement, the approval of the merger or the proposal to adjourn the special meeting to a later date, if necessary, or on any other proposal that properly comes before the special meeting unless you provide your broker with instructions on how to vote.

    By Order of the Board of Directors,

 

 

GRAPHIC
    Patrick Vogt
President and Chief Executive Officer

New York, NY
August 18, 2008

 

 

TABLE OF CONTENTS

 
 
  Page
QUESTIONS AND ANSWERS ABOUT THE MERGER   1
SUMMARY   4
FORWARD-LOOKING STATEMENTS   12
SELECTED HISTORICAL AND SELECTED UNAUDITED PRO FORMA FINANCIAL DATA   13
MARKET PRICE INFORMATION   18
RECENT CLOSING PRICES   19
EQUITY COMPENSATION PLAN INFORMATION   20
RISK FACTORS   21
  RISKS RELATING TO THE MERGER   21
  RISKS RELATING TO THE COMBINED COMPANY   25
  RISKS RELATING TO THE INDUSTRY   31
THE MERGER   34
  STRUCTURE OF THE MERGER   34
  BACKGROUND OF THE MERGER   34
  RECOMMENDATION OF THE BOARD OF DIRECTORS OF DG FASTCHANNEL; DG FASTCHANNEL'S REASONS FOR THE MERGER   41
  FAIRNESS OPINION OF FINANCIAL ADVISOR TO DG FASTCHANNEL   44
  RECOMMENDATION OF THE BOARD OF DIRECTORS OF ENLIVEN; ENLIVEN'S REASONS FOR THE MERGER   51
  FAIRNESS OPINION OF FINANCIAL ADVISOR TO ENLIVEN   53
  INTERESTS OF ENLIVEN'S DIRECTORS AND EXECUTIVE OFFICERS IN THE MERGER   62
  VOTING AGREEMENT   65
  CERTAIN FEES ASSOCIATED WITH THE MERGER   65
  ACCOUNTING TREATMENT   65
  REGULATORY APPROVALS   65
  RESALES OF DG FASTCHANNEL COMMON STOCK ISSUED IN CONNECTION WITH THE MERGER   66
  LISTING ON THE NASDAQ GLOBAL MARKET OF DG FASTCHANNEL SHARES ISSUED PURSUANT TO THE MERGER   66
  DELISTING AND WITHDRAWING FROM REGISTRATION OF ENLIVEN COMMON STOCK AFTER THE MERGER   66
  NO APPRAISAL RIGHTS   66
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER   67
COMBINED COMPANY UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS   70
THE MERGER AGREEMENT   75
  EXPLANATORY NOTE REGARDING REPRESENTATIONS AND WARRANTIES IN THE MERGER AGREEMENT   75
  STRUCTURE OF THE MERGER   75
  MERGER CONSIDERATION   75
  FRACTIONAL SHARES   75
  TREATMENT OF ENLIVEN STOCK OPTIONS AND WARRANTS   76

  EXCHANGE OF ENLIVEN STOCK CERTIFICATES FOR DG FASTCHANNEL STOCK CERTIFICATES   76
  DISTRIBUTIONS WITH RESPECT TO UNEXCHANGED SHARES   77
  LOST STOCK CERTIFICATES   77
  TERMINATION OF THE EXCHANGE FUND   77
  REPRESENTATIONS AND WARRANTIES   77
  COVENANTS RELATING TO CONDUCT OF BUSINESS   79
  OTHER COVENANTS   82
  INDEMNIFICATION AND INSURANCE   84
  EMPLOYEE BENEFITS   85
  NO SOLICITATION BY ENLIVEN   85
  BOARD RECOMMENDATIONS   86
  CONDITIONS PRECEDENT TO THE MERGER   87
  TERMINATION; AMENDMENT AND WAIVER   88
  EFFECT OF TERMINATION   89
  PAYMENT OF EXPENSES; TERMINATION FEE   89
  AMENDMENT AND WAIVER   90
  MATERIAL ADVERSE EFFECT   90
ADDITIONAL AGREEMENTS   91
DG FASTCHANNEL SPECIAL MEETING   92
ENLIVEN SPECIAL MEETING   94
DIRECTORS OF DG FASTCHANNEL AFTER THE MERGER   96
COMPARISON OF STOCKHOLDER RIGHTS   97
LEGAL MATTERS   103
EXPERTS   103
FUTURE STOCKHOLDER PROPOSALS   103
WHERE YOU CAN FIND MORE INFORMATION   105

Appendix A—

Agreement and Plan of Merger, dated May 7, 2008, by and among DG FastChannel, DG Acquisition Corp. VI. and Enliven

 

A-1
Appendix B— Written Opinion of BMO Capital Markets Corp., financial advisor to DG FastChannel   B-1
Appendix C— Written Opinion of Needham & Company, LLC, financial advisor to Enliven   C-1
Appendix D— Stockholder Voting Agreement, dated May 7, 2008, by and among Enliven and the stockholders of DG FastChannel identified on Exhibit A attached thereto   D-1


QUESTIONS AND ANSWERS ABOUT THE MERGER

Q:    What is the proposed transaction?

A:
DG Acquisition Corp. VI., or merger sub, a wholly owned subsidiary of DG FastChannel, Inc., or DG FastChannel, will merge with and into Enliven Marketing Technologies Corporation, or Enliven, and Enliven will continue as a wholly owned subsidiary of DG FastChannel. The holders of Enliven common stock will receive shares of DG FastChannel common stock, so that after the merger, holders of Enliven common stock (other than DG FastChannel and its affiliates) will own approximately 20% of the combined company on a fully diluted basis. Holders of DG FastChannel common stock before the merger will continue to hold their shares following the merger, when they will collectively own approximately 80% of the combined company on a fully diluted basis.

Q:    When do you expect to complete the merger?

A:
We expect to complete the merger as soon as possible following the special meetings of the stockholders of DG FastChannel and Enliven.

Q:    What will Enliven stockholders receive in the merger?

A:
Each share of Enliven common stock issued and outstanding at the time of the merger will be converted into and exchanged for 0.051 shares of DG FastChannel common stock. DG FastChannel expects to issue in the aggregate approximately 4.5 million shares of DG FastChannel common stock in exchange for the shares of Enliven common stock currently outstanding (which number does not reflect any shares of Enliven common stock issued after the date of this joint proxy statement/prospectus pursuant to the exercise of outstanding stock options or warrants to purchase Enliven common stock).

Q:    What will Enliven stockholders receive for fractional shares?

A:
No fractional shares of DG FastChannel common stock will be issued as a result of the merger. Instead, Enliven stockholders will receive cash in lieu of the issuance of any fractional shares. As promptly as practicable following the closing of the merger, DG FastChannel's exchange agent will determine the difference between (a) the number of full shares of DG FastChannel common stock delivered and (b) the aggregate number of full shares of DG FastChannel common stock to be distributed to the Enliven stockholders pursuant to the merger agreement.
Q:
Will Enliven stockholders be able to immediately trade the DG FastChannel common stock that they receive in the merger?

A:
Yes. All of the DG FastChannel common stock issued in the merger will be quoted on the Nasdaq Global Market under the symbol "DGIT."

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Q:    What do I need to do now?

A:
You should carefully read and consider the information contained in this joint proxy statement/prospectus and decide how you wish to vote your shares. You may wish to consult with your own legal and tax advisors.

Q:    How do I cast my vote?

A:
There are several ways your shares can be represented at your company's special meeting. You can attend the special meeting in person or you can indicate on the enclosed proxy card how you want to vote and return it in the accompanying pre-addressed postage paid envelope. In order to assure that your vote is obtained, please vote your proxy card even if you currently plan to attend the meeting in person.


If your shares are held in "street name," through a broker, bank or other nominee, that institution will send you separate instructions describing the procedure for voting your shares. "Street name" stockholders who wish to vote at the meeting will obtain a proxy form from the institution that holds their shares.

Q:    Why is my vote important?

A:
If you do not return your proxy card or vote in person at your special meeting, it will be more difficult for DG FastChannel and Enliven to obtain the necessary quorum to hold their special meetings. In addition, if you are an Enliven stockholder, your failure to vote will have the same effect as a vote against the merger agreement and the merger.

Q:
If I am a DG FastChannel and/or Enliven stockholder and my shares are held in a brokerage account, will my broker vote my shares for me?

A:
No. If you do not provide your broker with instructions on how to vote your "street name" shares, your broker will not be permitted to vote them on the adoption of the merger agreement, approval of the merger, the issuance of DG FastChannel common stock or any other proposal presented at the special meetings. Therefore, you should be sure to provide your broker with instructions on how to vote your shares. Please check the voting form used by your broker regarding submission of proxies.

Q:    Can I change my vote after I mail my proxy card?

A:
Yes. You can change your vote at any time before your proxy is voted at your company's special meeting. You can do this in one of three ways:

timely delivery by mail of a valid, subsequently dated proxy;

delivery to the Secretary of the company in which you hold shares before or at the applicable stockholders' meeting a written notice that you have revoked your proxy; or

if you hold your shares directly, submitting a vote by ballot at the applicable DG FastChannel or Enliven special meeting.

Q:    Should stockholders send in their stock certificates at this time?

A:
No. After the merger is completed, DG FastChannel will send Enliven stockholders written instructions for exchanging their stock certificates. DG FastChannel stockholders will keep their existing stock certificates.

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Q:    What if I hold stock options exercisable for Enliven common stock?

A:
In the merger, each outstanding option to purchase shares of Enliven common stock, whether or not vested, will be assumed by DG FastChannel and will become an option to purchase shares of DG FastChannel common stock on the same terms and conditions (including vesting) as were applicable to such Enliven stock options prior to the effective time of the merger, except that the number of shares of common stock issuable under, and the exercise price of, such options will be adjusted to reflect the exchange ratio.

Q:    What if I hold warrants exercisable for Enliven common stock?

A:
Pursuant to the merger agreement, DG FastChannel will take all actions necessary to convert each unexpired and unexercised warrant to purchase shares of Enliven common stock into a warrant to purchase shares of DG FastChannel common stock on substantially the same terms and conditions as were applicable to such Enliven warrants prior to the effective time of the merger, except that the number of shares of common stock issuable under, and the exercise price of, such warrants will be adjusted to reflect the exchange ratio.

Q:    Who can help me or answer my questions?

A:
If you have any questions about the merger, including how to complete and return your proxy card, or if you would like additional copies of this joint proxy statement/prospectus, you should contact:

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SUMMARY

        This summary highlights selected information from this joint proxy statement/prospectus and may not contain all of the information that is important to you. For a more complete description of the legal terms of the merger, you should carefully read the rest of this document and the appendices. Additional, important information is also contained in the documents incorporated by reference into this joint proxy statement/prospectus, see "WHERE YOU CAN FIND MORE INFORMATION" on page 105. We have included page references to direct you to a more complete description of the topics presented in this summary.

The Companies

        DG FastChannel is the leading provider of digital technology services that enable the electronic delivery of advertisements, syndicated programs, and video news releases to traditional broadcasters and other media outlets. We operate two nationwide digital networks out of our network operation centers, located in Irving, Texas and Atlanta, Georgia, which link more than 5,000 advertisers, advertising agencies and content owners with more than 21,000 radio, television, cable, network and print publishing destinations electronically throughout the United States and Canada. Through our network operation centers, we deliver video, audio, image and data content that comprise transactions among advertisers, content owners and various media outlets, including those in the broadcast industries. We offer a variety of other ancillary products that serve the advertising industry.

        Enliven is a leading Internet marketing technology company that focuses on using its technology to help companies effectively market their products and services on the Internet. Enliven provides a full suite of digital products, services and consulting through a combination of proprietary visualization technology, and a Premium Rich Media advertising platform for the creation, delivery and reporting of online content. Enliven employs this technology to build powerful customer-facing marketing tools that enable companies to showcase products on the Internet in an interactive, engaging way. Enliven's family of brands include Unicast, the Internet Marketing and Advertising Technology Group, and Springbox, the Creative Digital Marketing Solutions Group.

        Merger sub, a wholly owned subsidiary of DG FastChannel, is a Delaware corporation formed on May 7, 2008 in connection with the merger. Merger sub currently has de minimis assets and no operations. Pursuant to the merger agreement, merger sub will merge with and into Enliven, with Enliven surviving as a wholly owned subsidiary of DG FastChannel.

4


The Merger (see page 34)

        In the merger, merger sub, a wholly owned subsidiary of DG FastChannel, will merge with and into Enliven. As a result, merger sub will cease to exist as a separate entity and Enliven will continue as the surviving corporation and a wholly owned subsidiary of DG FastChannel. The merger agreement is attached as Appendix A to this joint proxy statement/prospectus and is incorporated herein by reference.

Merger Update

        Enliven operates in an emerging and dynamic industry of rich media marketing solutions. Competing in this emerging online advertising industry, by its nature, presents both risks and potential rewards.

        As more fully described in the "Risk Factors" section, the rich media marketing solutions companies include Google's DoubleClick division and Microsoft's aQuantive division. These two companies command a significant market share in the U.S. and international markets. In addition to these two market leaders, Enliven also competes with other companies including Point Roll, a division of Gannett Company Inc., EyeBlaster, and EyeWonder.

        DG FastChannel believes that advertising agencies and publishers are rapidly automating their digital advertising processes and workflows that will demand ongoing development by Enliven and its competitors. We expect that this development effort will require a commitment to spend capital resources to remain competitive in the marketplace.

        Accordingly, we believe that the Unicast advertising serving operating unit of Enliven will require substantial investment in software development post merger to enhance the online and mobile advertising product offerings. Additionally, DG FastChannel plans a significant investment in additional sales personnel both domestically and internationally. DG FastChannel believes that software development and hiring additional sales personnel are key elements of operating the Unicast advertising serving unit successfully in the future.

        We expect these investments, which will begin immediately after the consummation of the merger, to result in overall increased operating costs for the combined company.

What Enliven Stockholders Will Receive in the Merger (See page 75)

        Pursuant to the merger, each outstanding share of Enliven common stock (other than shares held by DG FastChannel, merger sub, in the treasury of Enliven or by a wholly owned subsidiary of Enliven) will be converted into and exchanged for 0.051 shares of DG FastChannel common stock. Such stockholders will be entitled to receive cash for any fractional share of DG FastChannel common stock that they would otherwise receive pursuant to the merger. Shares of Enliven common stock held by DG FastChannel, merger sub, in the treasury of Enliven or by a wholly owned subsidiary of Enliven will be cancelled without conversion and no payment will be made with respect to such shares in connection with the merger. Immediately after the merger, Enliven stockholders immediately prior to the merger (other than DG FastChannel and its affiliates) will own approximately 20% of the combined company while DG FastChannel stockholders immediately prior to the merger will own approximately 80% of the combined company. The percentages of the combined company to be owned by the Enliven and DG FastChannel stockholders were determined as a result of the negotiations described under "THE MERGER—Background of the Merger."

        There are expected to be in the aggregate approximately 4.5 million shares of DG FastChannel common stock issued in connection with the merger (which number does not reflect any shares of Enliven common stock issued after the date of this joint proxy statement/prospectus pursuant to the exercise of outstanding stock options or warrants to purchase Enliven common stock). Because of the

5



large number of shares of Enliven common stock that may be issuable between now and closing upon the exercise of outstanding warrants and stock options, many of which are subject to vesting provisions, it is not possible to determine the number of shares of Enliven common stock that will be outstanding immediately prior to the merger. Furthermore, because the value of the shares of DG FastChannel common stock to be issued in the merger will not be certain until the actual time of the merger, whether or not the holders of warrants and options to acquire shares of Enliven common stock choose to exercise their rights to acquire such shares in order to receive shares of DG FastChannel common stock in the merger will not be ascertainable until the time of the merger.

        Therefore, at the time the Enliven stockholders vote, they will not know the aggregate number of shares of DG FastChannel common stock that they will receive in the merger.

DG FastChannel Special Meeting (See page 92)

        DG FastChannel will hold its special meeting on September 24, 2008 at 10:00 a.m., local time, at the Omni Mandalay Hotel at Las Colinas, 221 East Las Colinas Blvd, Irving, Texas 75039. At the special meeting, the DG FastChannel board of directors will ask its stockholders to consider and vote upon proposals to issue DG FastChannel common stock pursuant to the merger, a proposal to adjourn the special meeting, if necessary, to permit further solicitation of proxies to establish a quorum, and such other matters that may properly come before the special meeting or any postponements or adjournments of the meeting.

DG FastChannel Record Date; Voting Power (See page 92)

        DG FastChannel stockholders are entitled to one vote per share of common stock held on the record date. Only holders of DG FastChannel common stock at the close of business on August 7, 2008 are entitled to receive notice of and to vote at the DG FastChannel special meeting. On that date, there were approximately 160 holders of record holding 17.9 million shares of DG FastChannel common stock outstanding.

DG FastChannel Vote Required (See page 93)

        Provided a quorum is present, the affirmative vote of the holders of record of a majority of the shares of DG FastChannel common stock present and entitled to vote at the special meeting is required to approve the issuance of DG FastChannel common stock in the merger, the proposal to adjourn the special meeting, if necessary, to permit further solicitation of proxies, and such other matters as may properly come before the special meeting or any postponements or adjournments of the meeting.

        As of August 7, 2008 the directors and executive officers of DG FastChannel owned 2.6 million shares of common stock entitled to vote, representing 15% of the outstanding shares of common stock.

        Scott K. Ginsburg, DG FastChannel's Chairman and Chief Executive Officer and the beneficial owner of approximately 14% of the outstanding DG FastChannel common stock, has entered into a voting agreement that obligates him and certain of his affiliates to vote these shares in favor of the issuance of DG FastChannel common stock in the merger, subject to certain circumstances, as outlined in the voting agreement, which is attached to this joint proxy statement/prospectus as Appendix D.

Recommendation to DG FastChannel Stockholders (See page 41)

        The DG FastChannel board of directors believes the merger is advisable and fair and in the best interests of DG FastChannel and its stockholders and recommends that you vote FOR the proposal to approve the issuance of DG FastChannel common stock in connection with the merger, and FOR the proposal to adjourn the special meeting, if necessary, to permit further solicitation of proxies on the

6



proposal to approve the issuance of DG FastChannel common stock in the merger. For a description of the factors considered by the DG FastChannel board of directors in the course of reaching this decision, see "THE MERGER—Recommendation of the Board of Directors of DG FastChannel; DG FastChannel's Reasons for the Merger" on page 41 below.

Enliven's Special Meeting (See page 94)

        Enliven will hold its special meeting at New York's Hotel Pennsylvania, 401 Seventh Avenue, New York, NY 10001, on September 24, 2008 at 11:00 a.m., local time. At the special meeting, the Enliven board of directors will ask its stockholders to consider and vote upon a proposal to adopt the merger agreement and approve the merger, a proposal to adjourn the special meeting, if necessary, to permit further solicitation of proxies on the proposals to adopt the merger agreement and approve the merger and such other matters as may properly come before the special meeting or any postponements or adjournments of the meeting.

Enliven's Record Date; Voting Power (See page 94)

        Only holders of Enliven common stock at the close of business on August 7, 2008 will receive notice of and may vote at the Enliven special meeting of stockholders. On that date, there were holders of record holding 99.2 million shares of Enliven common stock outstanding.

Enliven Quorum (See page 94)

        The holders of a majority of the shares of Enliven common stock issued and outstanding and entitled to vote at the Enliven special meeting of stockholders, present in person or represented by proxy, shall constitute a quorum for the Enliven special meeting of stockholders.

Enliven Vote Required (See page 95)

        The affirmative vote of the holders of record of a majority of the issued and outstanding shares of Enliven common stock is required to adopt the merger agreement and approve the merger, and the affirmative vote of the holders of record of a majority of the shares of Enliven common stock present and entitled to vote at the special meeting, either in person or by proxy, is required to adopt such other matters that may properly come before the special meeting or any postponements or adjournments of the meeting.

        Directors and executive officers of Enliven and their affiliates own as of the record date 0.9% of the issued and outstanding shares of Enliven common stock entitled to vote.

        In addition, as of August 15, 2008, DG FastChannel owned 10,750,000 shares of Enliven common stock representing approximately 11% of the issued and outstanding shares of Enliven common stock entitled to vote. Pursuant to the terms of the merger agreement, DG FastChannel has agreed to vote the shares of Enliven common stock that it owns FOR the adoption of the merger agreement and the approval of the merger, subject to certain conditions. These conditions are described in "THE MERGER AGREEMENT—Other Covenants" on page 82 below.

Recommendation to Enliven Stockholders (See page 51)

        The Enliven board of directors believes the merger is advisable and in the best interests of Enliven stockholders and recommends that Enliven stockholders vote FOR the adoption of the merger agreement and approval of the merger. For a description of the factors considered by the Enliven board of directors in the course of reaching this decision, see "THE MERGER—Recommendation of the Board of Directors of Enliven; Enliven's Reasons for the Merger" on page 51 below. When you consider the Enliven board of directors recommendation, you should be aware that the Enliven

7



directors may have interests in the merger that may be different from, or in addition to, your interests. These interests are described in "THE MERGER—Interests of Executive Officers and Directors in the Merger" on page 62 below.

Interests of Officers and Directors in the Merger (See page 62)

        Some members of DG FastChannel management and the DG FastChannel board of directors have interests in the merger that are different from, or in addition to, the interests of the DG FastChannel stockholders generally. In addition, some members of Enliven management and the Enliven board of directors have interests in the merger that are different from, or in addition to, the interests of the Enliven stockholders generally. Including, without limitation, officers and directors of DG FastChannel and Enliven are entitled to be indemnified for certain liabilities following the merger. The DG FastChannel board and the Enliven board were each aware of these interests and considered them, among other matters, when they voted to approve and adopt the merger agreement.

Completion of the Merger (See page 87)

        To complete the merger, a number of conditions must be satisfied or waived. These include:

        DG FastChannel or Enliven, as applicable, may waive the conditions to the completion of the merger to the extent that a waiver is permitted by law.

        Other than the condition regarding effectiveness of the registration statement of which this joint proxy statement/prospectus is part, the conditions regarding stockholder approval, the condition regarding a govermental order preventing consummation of the merger and the condition requiring the

8



expiration or termination of the applicable waiting periods under the HSR Act, satisfaction of each of the conditions to the merger is permitted by law to be waived in the discretion of the board of directors of DG FastChannel or Enliven, as applicable. Neither DG FastChannel nor Enliven will waive any of the conditions to the completion of the merger if its board of directors believes that the condition being waived is material to it or its stockholders, unless a supplement to this joint proxy statement/prospectus is provided to stockholders.

Termination of the Merger Agreement (See page 88)

        The merger agreement may be terminated at any time prior to the completion of the merger in any of the following ways:


Expenses; Termination Fee (See page 89)

        Under the terms of the merger agreement, Enliven must pay a termination fee of $3,270,465 to DG FastChannel if (A) the merger agreement is terminated because the Enliven board of directors either withdraws or adversely modifies its recommendation of the merger, determines to recommend that the Enliven stockholders approve an acquisition proposal other than that of DG FastChannel contemplated by the merger agreement or fails to call the Enliven special meeting to vote on the merger in the manner contemplated by the merger agreement, (B) the merger agreement is terminated

9



because the Enliven board of directors determines to accept a superior proposal, or (C) the merger agreement is terminated because the Enliven stockholder approval is not obtained by reason of the failure to obtain the required vote at a duly held meeting of the Enliven stockholders, and within 12 months following such termination an acquisition of Enliven is consummated, or Enliven enters into an agreement providing for such an acquisition, subject to set off of any expenses previously paid to DG FastChannel.

        In addition, upon the termination of the merger agreement due to certain specified circumstances, one party to the merger agreement is required to pay the other party's fees and expenses up to $300,000 (subject, in the case of Enliven's obligation, to offset in the event a termination fee is also paid to DG FastChannel).

Fees and Expenses (See page 89)

        Except in the event of a termination as described above, each party will pay the costs, expenses and fees incurred by the party in connection with the merger, except that DG FastChannel will pay all expenses related to the registration statement of which this joint proxy statement/prospectus is part.

Accounting Treatment (See page 65)

        The combined company will account for the merger under the "purchase" method of accounting for business combinations under U.S. generally accepted accounting principles, or GAAP. See "COMBINED COMPANY UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS."

Fairness Opinions of Financial Advisors (See page 44 and page 53)

        In connection with the merger, BMO Capital Markets Corp., or BMO Capital Markets, rendered a written opinion to the DG FastChannel board of directors that, as of May 7, 2008 and based upon and subject to the factors and assumptions set forth therein, the exchange ratio of 0.051 of a share of DG FastChannel common stock for each share of Enliven common stock to be paid by DG FastChannel under the merger agreement was fair, from a financial point of view, to DG FastChannel. BMO Capital Markets' opinion is based upon and subject to the factors and assumptions set forth therein and appears as Appendix B to this joint proxy statement/prospectus. We urge you to read this opinion carefully and in its entirety.

        BMO Capital Markets' opinion is directed to the board of directors of DG FastChannel and does not constitute a recommendation to any stockholder as to how that stockholder should vote on, or take any other action with respect to, the merger. DG FastChannel has paid BMO Capital Markets a customary fee for its financial advisory services, none of which is contingent on completion of the merger.

        Enliven's financial advisor, Needham & Company, LLC, or Needham, has rendered a written opinion to Enliven that, as of May 7, 2008, the exchange ratio pursuant to the merger agreement is fair, from a financial point of view, to the holders of Enliven common stock (other than DG FastChannel and its affiliates, as to which Needham expressed no opinion). This opinion is subject to the qualifications and limitations referred to in the opinion. This opinion is based upon and subject to the assumptions and other matters described in such written opinion, set forth therein and appears as Appendix C to this joint proxy statement/prospectus. We urge you to read this opinion carefully and in its entirety.

        Needham's opinion is directed to the board of directors of Enliven and does not constitute a recommendation to any stockholder as to how that stockholder should vote on, or take any other action with respect to, the merger.

10


Material United States Federal Income Tax Consequences of the Merger (See page 67)

        DG FastChannel stockholders, DG FastChannel and merger sub.    DG FastChannel stockholders will not receive anything upon consummation of the merger and will not recognize any gain or loss for United States federal income tax purposes as a result of the consummation of the merger. DG FastChannel and merger sub will not recognize any gain or loss for U.S. federal income tax purposes as a result of the consummation of the merger.

        Enliven stockholders and Enliven warrantholders.    The merger is intended to qualify as a reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended, or the Code. Enliven stockholders participating in the merger will not recognize gain or loss for U.S. federal income tax purposes with respect to DG FastChannel common stock received in the merger, except for gain or loss resulting from cash that Enliven stockholders receive in lieu of a fractional share of DG FastChannel common stock. Holders of warrants to purchase shares of Enliven common stock will not recognize gain or loss on the conversion of those warrants to purchase shares of Enliven common stock into warrants to purchase shares of DG FastChannel common stock. Enliven stockholders should review the opinion filed as Exhibit 8.1 to the registration statement of which this joint proxy statement/prospectus is part.

        Tax matters are very complicated and the tax consequences of the merger to a particular Enliven stockholder will depend on the facts of the stockholder's own situation. Each stockholder should carefully read the full discussion of "MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER" and consult his or her own tax advisor for a full understanding of the tax consequences to him or her.

Dissenters' Rights (See page 66)

        Neither DG FastChannel stockholders nor Enliven stockholders are entitled to dissenters' rights of appraisal for their shares under Delaware law in connection with the merger.

Regulatory Approvals (See page 65)

        DG FastChannel and Enliven are required to make filings or to obtain approvals or clearances from antitrust regulatory authorities in the U.S. to consummate the merger. DG FastChannel must comply with applicable federal and state securities laws and the rules and regulations of the Nasdaq Global Market in connection with the issuance of shares of DG FastChannel common stock in the merger and the filing of this joint proxy statement/prospectus with the SEC. Enliven must comply with applicable federal and state securities laws and the rules and regulations of the Nasdaq Capital Market in connection with the merger and the filing of this joint proxy statement/prospectus with the SEC.

11



FORWARD-LOOKING STATEMENTS

        This joint proxy statement/prospectus contains "forward-looking statements." These statements are subject to risks and uncertainties and are based on the beliefs and assumptions of management of DG FastChannel and/or Enliven, whose assumptions are based on information currently available to each company's management. When we use words such as "believes," "expects," "anticipates," "intends," "plans," "estimates," "should," "likely," "potential" "projected" or similar expressions, we are making forward-looking statements. Forward-looking statements include, but are not limited to, the information concerning possible or assumed future results of operations of DG FastChannel and Enliven set forth under:

        "SUMMARY," "RECENT DEVELOPMENTS," "RISK FACTORS," "SELECTED HISTORICAL AND SELECTED UNAUDITED PRO FORMA FINANCIAL DATA," "THE MERGER—Background of the Merger," "THE MERGER—Recommendation of the Board of Directors of DG FastChannel; DG FastChannel's Reasons for the Merger," "THE MERGER—Recommendation of the Enliven Board of Directors; Enliven's Reasons for the Merger," "THE MERGER—Fairness Opinion of Financial Advisor to DG FastChannel," "THE MERGER—Fairness Opinion of Financial Advisor to Enliven," and "COMBINED COMPANY UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS."

        Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions. The actual results of the combined company after the merger may differ materially from those expressed in the forward-looking statements. Many of the factors that will determine these results and values are beyond the ability of DG FastChannel or Enliven to control or predict. Stockholders are cautioned not to put undue reliance on any forward-looking statements.

        For a discussion of some of the factors that may cause actual results to differ materially from those suggested by the forward-looking statements, please read carefully the information under "RISK FACTORS" beginning on page 21.

        The list of factors discussed under "RISK FACTORS" that may affect future performance and the accuracy of forward-looking statements is illustrative, but by no means exhaustive. Accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty.

12



SELECTED HISTORICAL AND SELECTED UNAUDITED PRO FORMA FINANCIAL DATA

DG FastChannel Selected Historical Financial Data

        The financial data set forth below was derived from the audited consolidated financial statements of DG FastChannel and should be read in conjunction with the consolidated financial statements and related notes thereto, and "Management's Discussion and Analysis of Financial Condition and Results of Operations" incorporated by reference herein. The data below includes the results of acquired operations from the respective dates of closing as detailed below:

Acquired Operations Date of Closing    
Applied Graphics Technologies, Inc. ("AGT")   June 1, 2004
SourceEcreative, Inc. ("SourceEcreative")   August 31, 2004
Media DVX, Inc. ("MDX")   April 15, 2005
FastChannel Network, Inc. ("FastChannel")   May 31, 2006
Pathfire, Inc. ("Pathfire")   June 4, 2007
Point.360 ("Point 360")   August 13, 2007
GTN, Inc. ("GTN")   August 31, 2007
Vyvx Ads. ("Vyvx Ads")   June 5, 2008

        See Note 3 to DG FastChannel's consolidated financial statements for further information on acquisitions. As a result of DG FastChannel's decision to sell the assets of StarGuide Digital Networks, Inc., or StarGuide, and Corporate Computer Systems, Inc., or CCS, their operating results for all periods presented have been reflected in discontinued operations in DG FastChannel's consolidated financial statements and the selected financial data below. See Note 5 to DG FastChannel's consolidated financial statements for further information on dispositions.

        The following selected historical financial data should be read in conjunction with DG FastChannel's consolidated financial statements and related notes and "DG FastChannel's Management's Discussion and Analysis of Financial Condition and Results of Operations" incorporated herein by reference. The consolidated statement of operations data for the year ended December 31, 2007 and the consolidated balance sheet data at December 31, 2007 are derived from the consolidated financial statements of DG FastChannel, which were audited by Ernst & Young, LLP, independent registered public accounting firm. The consolidated statement of operations data for the years ended December 31, 2006, 2005, 2004, and 2003 and the consolidated balance sheet data at December 31,

13



2006, 2005, 2004, and 2003 are derived from the consolidated financial statements of DG FastChannel, which were audited by KPMG LLP, independent registered public accounting firm.

 
   
  For the Years Ended December 31,
 
 
  Six Months
Ended
June 30, 2008

 
 
  2007
  2006
  2005
  2004
  2003
 
 
  (in thousands, except per share amounts)

 
Statements of Operations Data:                                      
Revenues   $ 63,669   $ 97,687   $ 68,667   $ 51,824   $ 53,570   $ 47,928  
Costs and operating expenses excluding depreciation and amortization     40,351     65,770     49,803     45,227     42,101     34,767  
Depreciation and amortization     7,700     12,865     8,563     6,348     5,143     5,685  
   
 
 
 
 
 
 
  Income from operations     15,618     19,052     10,301     249     6,326     7,476  
Other (income) expense:                                      
  Unrealized (gain) loss on derivative warrant investment     820     (1,707 )                
  Reduction in fair value of long-term investment             4,758              
 
Interest expense and other, net

 

 

2,608

 

 

2,388

 

 

2,786

 

 

2,990

 

 

1,284

 

 

211

 
   
 
 
 
 
 
 
Income (loss) before income taxes from continuing operations     12,190     18,371     2,757     (2,741 )   5,042     7,265  
Provision (benefit) for income taxes     4,875     7,501     2,378     (768 )   (4,995 )   63  
   
 
 
 
 
 
 
Income (loss) from continuing operations     7,315     10,870     379     (1,973 )   10,037     7,202  
Income (loss) from discontinued operations         (457 )   (1,028 )   883     (6,833 )   (3,003 )
   
 
 
 
 
 
 
  Net income (loss)   $ 7,315   $ 10,413   $ (649 ) $ (1,090 ) $ 3,204   $ 4,199  
   
 
 
 
 
 
 
Basic income (loss) per share:                                      
  Continuing operations   $ 0.41   $ 0.65   $ 0.04   $ (0.27 ) $ 1.38   $ 1.01  
  Discontinued operations         (0.02 )   (0.10 )   0.12     (0.94 )   (0.42 )
   
 
 
 
 
 
 
    Total   $ 0.41   $ 0.63   $ (0.06 ) $ (0.15 ) $ 0.44   $ 0.59  
   
 
 
 
 
 
 
Diluted income (loss) per share:                                      
  Continuing operations   $ 0.40   $ 0.64   $ 0.04   $ (0.27 ) $ 1.37   $ 0.96  
  Discontinued operations         (0.03 )   (0.10 )   0.12     (0.93 )   (0.40 )
   
 
 
 
 
 
 
    Total   $ 0.40   $ 0.61   $ (0.06 ) $ (0.15 ) $ 0.44   $ 0.56  
   
 
 
 
 
 
 
Weighted average shares outstanding:                                      
  Basic     17,913     16,631     10,568     7,378     7,277     7,137  
  Diluted     18,381     17,096     10,568     7,378     7,330     7,489  

 


 

 


 

December 31,


 
 
  June 30, 2008
  2007
  2006
  2005
  2004
  2003
 
Balance Sheet Data (Continuing Operations):                                      
Cash and cash equivalents   $ 27,017   $ 10,101   $ 24,474   $ 1,886   $ 8,059   $ 7,236  
Working capital     20,286     25,120     25,106     1,722     9,054     9,206  
Property and equipment, net     32,145     27,466     18,074     15,951     13,640     10,455  

Total assets

 

 

398,103

 

 

252,495

 

 

172,997

 

 

110,065

 

 

102,027

 

 

78,357

 

Long-term debt, net of current portion

 

 

159,420

 

 

44,325

 

 

15,650

 

 

20,834

 

 

8,447

 

 

2,400

 
Net assets of discontinued operations             2,441     3,242     1,928     7,097  
Stockholders' equity     197,813     192,129     141,886     80,207     79,432     75,474  

14


Enliven Selected Historical Financial Data

        The following selected historical financial data should be read in conjunction with Enliven's consolidated financial statements and related notes and "Enliven's Management's Discussion and Analysis of Financial Condition and Results of Operations" incorporated herein by reference. The consolidated statement of operations data for the years ended December 31, 2007, 2006, 2005, 2004, and 2003 and the consolidated balance sheet data at December 31, 2007, 2006, 2005, 2004, and 2003 are derived from the consolidated financial statements of Enliven, which were audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm.

 
   
  For the Years Ended December 31,
 
 
  Six Months
Ended
June 30, 2008

 
 
  2007
  2006
  2005
  2004
  2003
 
 
  (in thousands, except per share amounts)

 
Statements of Operations Data                                      
Revenues:                                      
  Advertising systems(1)   $ 3,005   $ 8,811   $ 7,252   $ 5,448   $ 305   $  
  Search(2)     1,687     6,082     6,307     9,424     2,698      
  Services     5,331     3,808     3,470     5,269     4,822     4,291  
  Related party services(3)                 1,057     2,468     5,226  
  Licenses     1     30     148     608     704     2,283  
  Related party licenses(3)                 3,490     3,535     1,729  
   
 
 
 
 
 
 
Total revenues     10,024     18,731     17,177     25,296     14,532     13,529  
   
 
 
 
 
 
 
Cost of Revenues:                                      
  Advertising systems     1,449     5,708     4,176     3,721     132      
  Search     53     128     154     173     45      
  Services     3,793     3,229     2,337     3,658     3,270     6,182  
  Licenses         3     8     12     6     97  
   
 
 
 
 
 
 
Total cost of revenues     5,295     9,068     6,675     7,564     3,453     6,279  
   
 
 
 
 
 
 
Gross profit     4,729     9,663     10,502     17,732     11,079     7,250  
   
 
 
 
 
 
 
Operating expenses:                                      
  Sales and marketing     1,832     4,658     5,892     5,115     3,732     8,723  
  Research and development     1,677     3,265     3,919     4,479     3,432     4,209  
  General and administrative     6,189     9,291     8,466     10,054     7,220     11,549  
  Depreciation     236     672     466     645     657     1,137  
  Amortization of intangible assets(4)     1,833     1,388     570     491     17     10  
  Restructuring charges             92         (106 )   2,023  
  Impairment of goodwill(5)             10,655     7,778          
   
 
 
 
 
 
 
Total operating expenses     11,767     19,274     30,060     28,562     14,952     27,651  
   
 
 
 
 
 
 
Loss from operations     (7,038 )   (9,611 )   (19,558 )   (10,830 )   (3,873 )   (20,401 )
Other income (expense):                                      
  Interest and other income, net     51     264     332     131     60     254  
  Interest expense(6)     (416 )   (807 )   (926 )   (1,178 )   (936 )   (958 )
  Changes in fair values of warrants to purchase common stock and conversion options of convertible notes(6)     3,842     (3,318 )   515     1,204     (4,180 )   1,209  
  Loss on conversion of debt                     (810 )    
  Loss on early extinguishment(6)                         (1,682 )
   
 
 
 
 
 
 
Other income (expense)     3,477     (3,861 )   (79 )   157     (5,866 )   (1,177 )
   
 
 
 
 
 
 
Loss before provision for income taxes     (3,561 )   (13,472 )   (19,637 )   (10,673 )   (9,739 )   (21,578 )
Provision for income taxes     12     52     78     64     90     81  
   
 
 
 
 
 
 
Net loss from continuing operations     (3,573 )   (13,524 )   (19,715 )   (10,737 )   (9,829 )   (21,659 )
Adjustment to net loss on disposal of discontinued operations                 145     129     157  
   
 
 
 
 
 
 
Net loss     (3,573 )   (13,524 )   (19,715 )   (10,592 )   (9,700 )   (21,502 )
   
 
 
 
 
 
 
Basic and diluted net loss per common share:                                      
  Net loss per common share from continuing operations   $ (0.04 ) $ (0.17 ) $ (0.30 ) $ (0.18 ) $ (0.18 ) $ (0.47 )
  Net income (loss) per common share from discontinued operations                          
   
 
 
 
 
 
 
Net loss per common share   $ (0.04 ) $ (0.17 ) $ (0.30 ) $ (0.18 ) $ (0.18 ) $ (0.47 )
   
 
 
 
 
 
 
Weighted average number of shares outstanding—basic and diluted     99,084     80,779     66,610     58,631     52,955     45,280  
   
 
 
 
 
 
 

15


 
   
  December 31,
 
 
  June 30, 2008
  2007
  2006
  2005
  2004
  2003
 
 
  (in thousands)

 
Balance Sheet Data                                      
Cash, cash equivalents and marketable securities(4)(6)(7)   $ 1,644   $ 7,240   $ 4,267   $ 9,111   $ 8,662   $ 9,488  
Working capital(4)(6)(7)     3,263     8,640     4,551     8,697     4,416     3,324  
Total assets(4)(5)(6)(7)     33,698     42,201     27,687     45,136     45,273     45,743  
Convertible notes, subordinated notes and warrants(4)(6)(7)     9,588     13,418     4,853     5,468     3,674     4,748  
Stockholders' equity(4)(5)(6)(7)     16,791     19,627     19,695     34,882     33,958     27,467  

(1)
In 2004, Enliven began to offer an online advertising delivery service. On December 1, 2004, Enliven entered into an agreement to acquire all of the outstanding capital stock of Unicast Communications Corp. ("Unicast"), an online ad delivery company. Enliven charges customers on a cost per thousand ("CPM") impression basis, and recognizes revenue when the impressions are served, so long as all other revenue recognition criteria are satisfied. See Note 3 to the financial statements of Enliven's 2007 Form 10-K.

(2)
In March 2004 Enliven entered the Internet search business, by launching the Viewpoint Toolbar. Search revenue is generated when a customer uses the Viewpoint Toolbar to search the Internet, and clicks on a sponsored advertisement included in the search results. The Viewpoint Toolbar's search results are provided by Yahoo!, who collects a fee from the advertiser and remits a percentage of the fee to Enliven. Revenue generated is a function of the number of Viewpoint Toolbars performing searches, the number of searches that are sponsored by advertisers, the number of advertisements that are clicked on by Viewpoint Toolbar searchers, the rate advertisers pay for those advertisements, and the percentage retained by Yahoo! for providing the results.

(3)
In 2003, Enliven entered into an amended license agreement with AOL which provides for payments by AOL of $10.0 million which were all received during the fourth quarter of 2003. The agreement contained multiple elements consisting of a perpetual broadcast license, a perpetual source code license, quarterly updates to the source code through December 2005, and maintenance and consulting services. Enliven recognized the fee ratably as license and services revenue, through December 31, 2005, which represents the duration of Enliven's obligation for post-contract customer support of the source code element including quarterly upgrades and maintenance requirements.

(4)
On October 18, 2007, Enliven entered into a purchase agreement to acquire all of the outstanding partnership interests of Springbox, Ltd., an interactive marketing firm located in Austin, Texas, with digital web marketing and creative solutions. The transaction closed on October 31, 2007, and Enliven assumed ownership of Springbox as a wholly owned subsidiary at that date and the operating results of Springbox are included in the consolidated operating results of Enliven for the two months ended December 31, 2007. The aggregate purchase price for the acquisition was approximately $5.5 million. On March 12, 2007, Enliven entered into a Purchase Agreement to acquire all of the outstanding partnership interests of Makos Advertising, L.P., an Austin, Texas based full service creative agency that specializes in broadcast and video advertising, branding and graphic design. The operating results of Makos are included in the consolidated operating results of Enliven from May 1, 2007 to December 31, 2007. In exchange for all of the outstanding partnership interests of Makos, Enliven issued an aggregate of 0.7 million shares of Enliven common stock to the partners of Makos and paid $0.6 million in cash. The total purchase price was approximately $0.9 million.

(5)
In December 2005, Enliven determined that, based upon a decline in operating performance during the fourth quarter of 2005, that the Services segment had experienced an impairment of its allocated goodwill. Enliven recorded an impairment expense of $7.8 million. In the third quarter of 2006, based on a further decline in the operating performance, Enliven determined that the Services segment experienced another impairment of its allocated goodwill. Enliven recorded an additional impairment expense of $10.7 million. Also refer to financial statement footnote 7 of Enliven's 2007 Form 10-K.

(6)
Enliven issued convertible notes with a principal balance of $7.0 million on December 31, 2002, then subsequently redeemed $3.3 million of the notes at par, exchanged $1.0 million of the notes for common stock and exchanged $2.7 million of the notes for new notes on March 25, 2003. Additionally, Enliven issued $3.5 million of subordinated notes on March 26, 2003. The $6.2 million aggregate principal balances of the convertible and subordinated notes were at an interest rate of 4.95% per annum. The $2.7 million of convertible notes were converted in 2004 into 2.6 million shares of Enliven's common stock. Enliven paid down $0.4 million of the subordinated notes in March 2006 and extended the maturity period of the remaining $3.1 million from March 2006 to March 2008. In March 2008, Enliven and the noteholder amended the note a second time, extending the maturity date to September 30, 2009, and revised certain covenants.

(7)
Enliven entered into a Securities Purchase Agreement with certain accredited investors, dated as of October 18, 2007, pursuant to which Enliven issued 15.7 million shares of its common stock in a private placement to such accredited investors at a purchase price of $0.70 per share. The investors in the transaction also received warrants to purchase an additional 4.7 million shares of common stock at an exercise price of $0.84 per share (subject to certain adjustments). Aggregate proceeds received by Enliven in connection with issuing the shares of common stock and warrants totaled approximately $11 million. In addition, pursuant to this private placement we issued warrants to the placement agent as compensation to purchase 0.3 million shares of common stock at an exercise price of $0.84 per share with a term of five years, and paid $0.7 million in issuance costs. The aggregate value of warrants to purchase the 0.3 million shares of common stock amounted to $0.2 million. (The 4.7 million warrants issued to accredited investors combined with the 0.3 million warrants issued to the placement agent are collectively referred to as "October 2007 Warrants"). The October 2007 Warrants are not exercisable for six months following issuance and have an aggregate term of five and one-half years. Enliven entered into a Securities Purchase Agreement with certain accredited investors, dated as of May 4, 2007, under which Enliven issued 13.3 million shares of Enliven's common stock in a private placement to such accredited investors at a purchase price of $0.40 per share (DG FastChannel purchased 10.8 million shares). The investors in the transaction also received warrants ("May 2007 Warrants") to purchase an additional 3.3 million shares of common stock at an exercise price of $0.45 per share (subject to certain adjustments). Aggregate proceeds received by Enliven in connection with issuing the shares of common stock and the warrants totaled approximately $5.3 million. The warrants are not exercisable for six months following issuance and have an aggregate term of three and one-half years.

16


Selected Unaudited Pro Forma Condensed Consolidated Financial Data

        The following selected unaudited pro forma condensed consolidated financial data was prepared using the purchase method of accounting. The unaudited pro forma condensed combined balance sheet data assumes the merger took place on June 30, 2008 and combines the DG FastChannel historical balance sheet at June 30, 2008 with Enliven's historical balance sheet at June 30, 2008 as adjusted to reflect the preliminary estimates of fair value of the acquired assets and liabilities of Enliven. The unaudited pro forma condensed combined statement of income data for the year ended December 31, 2007 gives effect to the merger as if it had occurred on January 1, 2007 and combines DG FastChannel's historical statement of operations for the year ended December 31, 2007 with Enliven's historical statement of income for the year ended December 31, 2007, as adjusted to reflect preliminary estimates of the impact of purchase accounting, a January 1, 2007 merger date, and removal of amounts related to discontinued operations.

        The unaudited pro forma condensed combined statement of income data for the six months ended June 30, 2008 gives effect to the merger as if it had occurred on January 1, 2007 and combines DG FastChannel's historical statement of operations for the six months ended June 30, 2008 with Enliven's historical statement of income for the six months ended June 30, 2008, as adjusted to reflect the impacts of purchase accounting, a January 1, 2007 merger date, and removal of amounts related to discontinued operations.

        The selected unaudited pro forma condensed consolidated financial data is presented for illustrative purposes only and is not necessarily indicative of the combined financial position or results of operations of future periods or the results that actually would have been realized had the entities been a single entity or members of a consolidated group during the respective period. The selected unaudited pro forma condensed consolidated financial data for the year ended December 31, 2007 are derived from the unaudited pro forma condensed consolidated financial statements at page 70 of this joint proxy statement/prospectus and should be read in conjunction with those statements and the related notes. See "COMBINED COMPANY UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS."

 
  Six Months Ended
June 30, 2008

  Year Ended
December 31, 2007

Unaudited Pro Forma Condensed Combined Statement of Income Data:            
Revenue     73,693     116,418
  Income from continuing operations     3,051     1,806
  Income from continuing operations per share:            
    Basic   $ 0.14   $ 0.09
    Diluted   $ 0.13   $ 0.08
Weighted average number of shares used in computing income per share:            
    Basic     22,418     21,136
    Diluted     22,886     21,601

 


 

As of
June 30, 2008


 

 

Unaudited Pro Forma Condensed Combined Balance Sheet            
  Cash, cash equivalents and short-term investments     26,661      
  Working capital     21,641      
  Total assets     496,333      
  Long-term liabilities     177,613      
  Stockholders' equity     273,608      

17



MARKET PRICE INFORMATION

        DG FastChannel common stock is listed on the Nasdaq Global Market and Enliven common stock is listed on the Nasdaq Capital Market. DG FastChannel's and Enliven's ticker symbols are "DGIT" and "ENLV," respectively. The following table shows, for the calendar quarters indicated, based on published financial sources, the high and low closing prices of shares of DG FastChannel and Enliven common stock as reported on the Nasdaq Global Market and Nasdaq Capital Market, respectively.

        During the periods covered by the following table, neither DG FastChannel nor Enliven paid dividends.

 
  DG FastChannel Common Stock
  Enliven Common Stock
 
  High
  Low
  High
  Low
Fiscal Year 2006                        
  First quarter   $ 7.40   $ 5.20   $ 1.38   $ 1.00
  Second quarter   $ 7.80   $ 4.65   $ 1.90   $ 1.22
  Third quarter   $ 10.64   $ 5.50   $ 1.69   $ 1.11
  Fourth quarter   $ 13.53   $ 10.81   $ 1.20   $ 0.63

Fiscal Year 2007

 

 

 

 

 

 

 

 

 

 

 

 
  First quarter   $ 16.63   $ 12.79   $ 0.77   $ 0.44
  Second quarter   $ 22.22   $ 15.96   $ 1.21   $ 0.33
  Third quarter   $ 24.45   $ 17.32   $ 1.09   $ 0.71
  Fourth quarter   $ 25.91   $ 17.09   $ 1.21   $ 0.66

Fiscal Year 2008

 

 

 

 

 

 

 

 

 

 

 

 
  First quarter   $ 25.29   $ 17.71   $ 1.30   $ 0.73
  Second quarter   $ 20.64   $ 16.65   $ 0.98   $ 0.60
  Third quarter (through August 15, 2008)   $ 22.42   $ 16.26   $ 0.90   $ 0.78

        The prices shown are adjusted to give effect for DG FastChannel's 1-for-10 share reverse split on May 26, 2006.

        The following table sets forth the purchases by DG FastChannel of its own common stock during the period January 1, 2005 to December 31, 2005. No purchases were made during 2007 or 2006. All purchases shown below were made on the open market during the time periods specified.

 
  Total
Number of
Shares
Purchased

  Average
Price Paid
per Share

  Total Number of
Shares Purchased
as Part of Publicly
Announced Plans(1)

  Maximum Dollar
Value of Shares
that May Yet be
Purchased under
the Plan

January 1, 2005 to December 31, 2005   10,800   $ 14.60   56,371   $ 2,747,827

(1)
The authorization by the DG FastChannel board of directors to repurchase of up to $3.5 million of its common stock was announced to the public via a press release, a copy of which was included in a filing on Form 8-K on November 30, 2004. No expiration date was specified.

        As of August 7, 2008, DG FastChannel had issued and outstanding shares of its common stock of 17,994,180 and 17,937,810, respectively. As of August 7, 2008, DG FastChannel's common stock was held by approximately 160 stockholders of record. DG FastChannel estimates that there are approximately 6,500 beneficial stockholders.

        Neither DG FastChannel nor Enliven has ever declared or paid cash dividends on its capital stock. DG FastChannel currently expects to retain any future earnings for use in the operation and expansion of its business and does not anticipate paying any cash dividends in the foreseeable future.

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RECENT CLOSING PRICES

        The following table sets forth the closing prices per share of DG FastChannel common stock and Enliven common stock as reported on the Nasdaq Global Market and the Nasdaq Capital Market, respectively, on May 7, 2008, the last full trading day prior to the announcement of the entry into the merger agreement, and August 15, 2008, the most recent practicable date prior to the mailing of this prospectus to Enliven's stockholders.

        The following table also sets forth the equivalent price per share of Enliven common stock reflecting the value of the DG FastChannel common stock that Enliven stockholders would receive in exchange for each share of Enliven common stock if the merger was completed on these two dates.

Date

  DG FastChannel
Common Stock

  Enliven
Common Stock

  Equivalent Per Share
Price of Enliven
Common Stock with
Exchange Ratio
of 0.051

May 7, 2008   $ 18.49   $ 0.71   $ 0.94
August 15, 2008   $ 22.32   $ 0.89   $ 1.14

        The above table shows only historical and hypothetical comparisons. These prices may fluctuate prior to the merger, and Enliven stockholders are urged to obtain current stock price quotations for DG FastChannel common stock and Enliven common stock and to review carefully the other information contained in this joint proxy statement/prospectus or incorporated by reference into this joint proxy statement/prospectus in deciding how to vote. See the section entitled "WHERE YOU CAN FIND MORE INFORMATION" on page 105.


RECENT DEVELOPMENTS

        Enliven recently reported its results for the six months ended June 30, 2008. Based on Enliven's first six months performance, as of August 2008, DG FastChannel now expects full year 2008 revenue of Enliven of approximately $25.5 million, a reduction of approximately 14% from the full year 2008 estimates provided by Enliven management prior to the execution of the merger agreement. DG FastChannel's current 2008 projection is the result of more conservative estimates of the adoption of the Enliven ad serving solutions sold through the advertising agency sales channel and the loss or delayed spend of certain brand customers.

        The actual results for the six months ended June 30, 2008 and forecasted results for the fiscal year ended December 31, 2008 are summarized below (amounts shown in millions):

 
  Actual
Six Months Ended
June 30, 2008

  Previous
Projected
Full year 2008
Enliven
Management(1)(4)

  Current
Projected
Full year 2008
DG FastChannel
Management(2)(4)

 
Revenues   $ 10.0   $ 29.5   $ 25.5  
Adjusted Operating Income/(Loss)(3)   $ (3.2 ) $ 1.1   $ (2.0 )

Notes:

(1)
DG FastChannel provided these 2008 projections to BMO Capital Markets and they served as the basis for the BMO Capital Markets fairness opinion provided to the DG FastChannel Board of Directors.

(2)
DG FastChannel's management current projections for the Enliven operating entity.

(3)
Adjusted Operating Income (Loss) is defined as earnings before interest, taxes, unrealized gains and losses related to changes in the fair value of warrants, depreciation, amortization, acquisition costs and stock-related compensation. Enliven's presentation of Adjusted Operating Income (Loss) is a non-GAAP measure. Management believes that this non-GAAP measure, viewed in addition to and not in lieu of the Enliven's reported GAAP results, provides useful information to investors regarding its performance and overall results of operations. This metric is an integral part of Enliven's internal

19


 
  Actual
Six Months Ended
June 30, 2008

  Previous
Projected
Full year 2008
Enliven
Management(1)(4)

  Current
Projected
Full year 2008
DG FastChannel
Management(2)(4)

 
 
  ($ in thousands)

 
Income (Loss) from Operations   $ (7,038 ) $ (4,688 ) $ (8,799 )

Plus:

 

 

 

 

 

 

 

 

 

 
Stock based ompensation:                    
  COS-AD Systems     8     16     16  
  COS-Services     53     107     107  
  Sales & marketing     164     353     353  
  Research and development     59     130     130  
  General and administrative     431     881     881  
Depreciation     423     512     512  
Amortization     1,833     3,815     3,815  
Acquisition Costs     843         1,000  
   
 
 
 
Adjusted Operating Income (Loss)   $ (3,224 ) $ 1,126   $ (1,985 )
   
 
 
 
(4)
Neither Enliven nor DG FastChannel prepared these projections with a view toward public disclosure, nor were they prepared with a view toward compliance with the published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for preparation of financial forecasts, or generally accepted accounting principles. These projections were based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of Enliven and DG FastChannel management, including, without limitation, factors relating to general economic and competitive conditions, growth rates, market share and pricing. Accordingly, there can be no assurance that the projections contained in these projections will be realized, and actual results may vary materially from those shown. None of Enliven, DG FastChannel nor their respective affiliates, advisors or representatives has made or makes any representation to any person regarding the ultimate performance of Enliven compared to the information contained in these projections or that forecasted results will be achieved. These projections should be read together with the historical financial statements of Enliven.


EQUITY COMPENSATION PLAN INFORMATION

        The following table provides certain aggregate information with respect to all of DG FastChannel's equity compensation plans in effect as of December 31, 2007.

Plan category

  Number of
Securities to be
issued upon
exercise of
outstanding
options, warrants
and rights

  Weighted-average
exercise price of
outstanding options,
warrants and rights

  Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in first
column)

Common stock options approved by security holders   502,402   $ 12.94   1,037,000
Common stock warrants approved by security holders   660,491   $ 10.00  
   
 
 
  Total   1,162,893   $ 11.27   1,037,000

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RISK FACTORS

        The proposed merger of DG FastChannel and Enliven involves a high degree of risk, and there can be no assurance that the combined company will be successful. In addition, by voting in favor of adoption of the merger agreement and approval of the merger at the Enliven special meeting, Enliven stockholders will be choosing to invest in DG FastChannel common stock. An investment in DG FastChannel common stock involves a high degree of risk. In addition to the other information contained or incorporated by reference in this joint proxy statement/prospectus, Enliven stockholders should carefully consider the following risk factors in deciding whether to vote in favor of adoption of the merger agreement and approval of the merger, and DG FastChannel stockholders should carefully consider the following risk factors in deciding whether to vote in favor of the issuance of shares of DG FastChannel common stock in the merger. In addition, you should also read and consider the risks associated with each of the businesses of DG FastChannel and Enliven because these risks will also relate to the combined company. Certain of these risks can be found in the documents incorporated by reference to this joint proxy statement/prospectus. DG FastChannel stockholders and Enliven stockholders should keep these risk factors in mind when they read forward-looking statements. See "FORWARD-LOOKING STATEMENTS" on page 12. If any of the following risks actually occurs, or other risks which are currently deemed immaterial become relevant, the combined company's business, financial condition and results of operations would suffer. In that case the market price of the combined company's common stock would likely decline.


Risks Relating to the Merger

DG FastChannel's stock price is volatile and the value of the DG FastChannel common stock to be issued in the merger will depend on its market price at the time of the merger; no adjustment in the exchange ratio will be made as a result of changes in the market price of DG FastChannel common stock prior to the merger.

        At the closing of the merger, each share of Enliven common stock will be exchanged for shares of DG FastChannel common stock, using an exchange ratio of 0.051 share of DG FastChannel common stock for each share of Enliven common stock, as more particularly described herein. The exchange ratio will not be adjusted for changes in the market price of DG FastChannel or Enliven common stock. Consequently, the specific dollar value of DG FastChannel common stock that Enliven stockholders will receive upon the completion of the merger will depend on the market value of DG FastChannel common stock at that time and may vary from the date that any stockholder votes to approve the merger. You are urged to obtain recent market quotations for DG FastChannel common stock. Neither DG FastChannel nor Enliven can predict or give any assurances as to the market price of DG FastChannel common stock at any time before or after the merger.

There can be no assurance that the business operations and personnel of DG FastChannel and Enliven can be successfully integrated on a timely basis, if at all. In the event that the expected synergies from the merger are not realized on a timely basis, the business and results of operations of the combined company could be materially and adversely affected.

        Integrating the operations and personnel of DG FastChannel and Enliven will be a complex process. There can be no assurance that the integration will be completed on a timely basis, or that the anticipated benefits of the merger can be achieved. The respective boards of directors of DG FastChannel and Enliven approved the merger based, in part, upon the expectation that the merger would produce synergies and other benefits that would result in a more valuable combined business. The integration process will be expensive and time consuming and will divert the attention of senior management. Any unexpected difficulties in implementing the integration could cause a serious disruption in the ongoing business affairs of the combined company. Further, the process of combining DG FastChannel and Enliven could negatively affect employee morale and the ability of the combined company to retain key employees after the merger.

21


DG FastChannel stockholders will have a reduced ownership and voting interest of the combined company and will exercise less influence over matters requiring stockholder approval with respect to the combined company. In addition, if the value of Enliven, together with any synergies to be achieved from its combination with DG FastChannel, is less than the value of the stock to be issued in connection with the merger, the price of DG FastChannel common stock could decrease.

        After the merger's completion, DG FastChannel stockholders will own a smaller percentage of the combined company than they currently own of DG FastChannel. Following completion of the merger, DG FastChannel stockholders will own approximately 80% of the combined company. Consequently, DG FastChannel stockholders will have less influence over the matters requiring stockholder approval with respect to the combined company than they currently have over such matters with respect to DG FastChannel.

        It is possible that the price of the common stock of the combined company will decrease following consummation of the merger. To the extent that the price of the common stock declines as a result of the belief that the value of the stock to be issued in connection with the merger is greater than the value of Enliven, together with any synergies to be achieved from its combination with DG FastChannel, the merger could have a dilutive effect on the value of the common stock held by DG FastChannel stockholders.

Enliven stockholders will have a reduced ownership and voting interest of the combined company and will exercise less influence over matters requiring stockholder approval with respect to the combined company. In addition, if the value of DG FastChannel, together with any synergies to be achieved from its combination with Enliven, is less than the value of the stock to be issued in connection with the merger, the price of DG FastChannel common stock could decrease.

        After the merger's completion, Enliven stockholders will own a smaller percentage of the combined company than they currently own of Enliven. Following completion of the merger, Enliven stockholders (other than DG FastChannel and its affiliates) will own approximately 20% of the combined company. Consequently, Enliven stockholders will have less influence over the matters requiring stockholder approval with respect to the combined company than they currently have over such matters with respect to Enliven.

        It is possible that the price of the common stock of the combined company will decrease following consummation of the merger, as a result of the belief that the value of the stock to be issued in connection with the merger is greater than the value of Enliven, together with any synergies to be achieved from its combination with DG FastChannel.

If DG FastChannel issues additional shares of common stock before consummation of the merger, your ownership of and voting interest in DG FastChannel will be reduced and the price of DG FastChannel's common stock may decrease.

        The merger agreement permits DG FastChannel, in its discretion, prior to consummation of the merger, to issue up to 3,000,000 shares of DG FastChannel common stock, without discount to the market price of its common stock, pursuant to its registration statement on Form S-3 (Registration No. 333-146728). See "THE MERGER AGREEMENT—Covenants Relating to Conduct of Business" beginning on page 79 of this joint proxy statement/prospectus.

        If DG FastChannel determines to issue additional shares of common stock prior to the merger, the issuance would cause the DG FastChannel stockholders, and the Enliven stockholders who will receive DG FastChannel common stock in connection with the merger, to own a smaller percentage of the combined company after the merger than if DG FastChannel did not issue such additional shares. Issuance of 3,000,000 shares of DG FastChannel common stock represents approximately 13% of the currently issued and outstanding shares of DG FastChannel common stock. In addition, the issuance of

22



such additional shares of common stock could result in a reduction in the trading price of DG FastChannel's common stock.

In connection with the merger, the combined company will incur significant transaction costs, as well as significant consolidation and integration expenses that cannot be accurately estimated at this time, either of which may negatively affect the combined company's financial condition and operating results.

        The combined company will incur significant transaction costs as a result of the merger, including investment banking, legal and accounting fees. In addition, the combined company will incur significant consolidation and integration expenses which cannot be accurately estimated at this time. These costs could include the possible relocation of certain operations of the combined company as well as costs associated with technology integration for products and services, terminating existing office leases and the loss of benefits of certain favorable office leases. It is expected that the combined company will charge consolidation and integration expenses to operations in fiscal years 2008 and 2009. DG FastChannel and Enliven have estimated a range of an aggregate of approximately $6 to $7 million of transaction costs and approximately $1 million of consolidation and integration costs. Actual transaction costs may substantially exceed our estimates and may have an adverse effect on the combined company's financial condition and operating results. In addition, we believe that the Unicast advertising serving operating unit of Enliven will require substantial investment in software development after the merger to enhance the combined company's online and mobile advertising product offerings. We also plan a significant investment in additional sales personnel both domestically and internationally. We expect these investments, which will begin immediately after the consummation of the merger, to result in overall increased operating costs for the combined company.

The announcement and pendency of the merger could cause disruptions in the businesses of DG FastChannel and Enliven, which could have an adverse effect on their respective businesses and financial results.

        DG FastChannel and Enliven have operated and, until the completion of the merger, will continue to operate, independently. Uncertainty about the effect of the merger on employees, customers and distributors may have an adverse effect on DG FastChannel and Enliven. These uncertainties may impair DG FastChannel's and Enliven's ability to retain and motivate key personnel and could cause customers, distributors, suppliers and others with whom each company deals to seek to change existing business relationships which may materially and adversely affect their respective businesses. DG FastChannel and Enliven may be obligated to consummate the merger in spite of the adverse effects resulting from the disruption of DG FastChannel's and Enliven's ongoing businesses. Furthermore, this disruption could adversely affect the combined company's ability to maintain relationships with customers, distributors, suppliers and employees after the merger or to achieve the anticipated benefits of the merger. Each of these events could adversely affect DG FastChannel and Enliven in the near term and in the event the merger is not completed.

General customer uncertainty related to the merger could harm DG FastChannel and Enliven.

        DG FastChannel's and Enliven's customers may, in response to the announcement of the proposed merger, or due to concerns about the completion of the proposed merger, delay or defer purchasing decisions. Alternatively, customers may purchase a competitor's product or services because of such uncertainty. Further, customer concerns about changes or delays in DG FastChannel's or Enliven's product and service roadmap may negatively affect customer purchasing decisions. Customers could also be reluctant to purchase the products and services of Enliven or DG FastChannel due to uncertainty about the direction or reliability of their technology, products and services, and willingness to support and service existing products which may be discontinued. In addition, customers, distributors, resellers, licensors and others may also seek to change existing agreements with Enliven or DG FastChannel as a result of the proposed merger or not support or promote Enliven's or DG FastChannel's technology, products and services due to uncertainty created by the proposed

23



merger. If DG FastChannel's or Enliven's customers delay or defer purchasing decisions, or choose to purchase from a competitor, the revenues of DG FastChannel and Enliven, respectively, could materially decline or any anticipated increases in revenue could be lower than expected.

Failure to complete the merger could negatively impact the stock price and the future business and financial results of DG FastChannel and Enliven.

        Completion of the merger is subject to a number of closing conditions, including obtaining requisite regulatory and stockholder approvals, and Enliven and DG FastChannel may be unable to obtain such approvals on a timely basis or at all. If the merger is not completed, the price of Enliven and DG FastChannel common stock may decline. If the merger is not completed, the ongoing business of DG FastChannel and Enliven may be adversely affected and, without realizing any of the benefits of having completed the merger, DG FastChannel and Enliven will be subject to a number of risks, including the following:

        DG FastChannel and Enliven could also be subject to litigation related to any failure to complete the merger. If the merger is not completed, these risks may materialize and may adversely affect DG FastChannel's and Enliven's business, financial results and stock price.

Directors and officers of Enliven have certain interests in the merger that are different from the interests of Enliven stockholders, generally, in recommending that you vote in favor of the proposal to adopt the merger agreement and approve the merger.

        When considering the Enliven board of directors' recommendation that the Enliven stockholders vote in favor of the proposal to adopt the merger agreement, Enliven stockholders should be aware that directors and executive officers of Enliven may have interests in the merger that may be different from, or in addition to, the interests of Enliven stockholders generally. These interests include:

        These interests, among others, may influence Enliven's directors in making their recommendation that you vote in favor of the proposal to adopt the merger agreement and approve the merger. For a

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more detailed description of the interests of the directors and executive officers of Enliven, please see the section entitled "THE MERGER—Interests of Enliven's Directors and Executive Officers in the Merger" beginning on page 62 of this joint proxy statement/prospectus.


Risks Relating to the Combined Company

DG FastChannel and Enliven each have a history of losses which must be considered in assessing their future prospects.

        For the year ended December 31, 2007, DG FastChannel reported net income of $10.4 million, while Enliven reported a net loss of $13.5 million. The combined company could generate net losses in the future, which could depress its stock price. Decreases in revenues could occur, which could impair the combined company's ability to operate profitably in the future. Future success also depends in part on obtaining reductions in delivery and service costs, particularly the combined company's ability to continue to automate order processing and to reduce telecommunications costs. The combined company's prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in new and rapidly evolving markets, such as risks that the market might fail to grow, expenses relating to modifying products and services to meet industry standards as they change over time, and difficulties in gaining and maintaining market share. To address these risks, the combined company must, among other things, respond to competitive developments, attract, retain and motivate qualified persons, continually upgrade its technologies, protect its intellectual property rights and begin to commercialize products incorporating such technologies. The combined company may not be successful in addressing any or all of these risks and may not be able to achieve and sustain profitability.

The combined company may not be able to obtain additional financing to satisfy its future capital expenditure needs.

        The combined company intends to continue making capital expenditures to produce and install various equipment required by our customers to receive our services and to introduce additional services. We also expect the combined company to make capital expenditures related to the merger. In addition, the combined company will continue to analyze the costs and benefits of acquiring certain additional businesses, products or technologies that it may from time to time identify, and its related ability to finance these acquisitions. Assuming that the combined company does not pursue one or more additional acquisitions funded by internal cash reserves, we anticipate that upon completion of the merger the combined company will have funds available under credit agreements in amounts that should be adequate to satisfy the combined company's capital requirements, including those capital requirements related to the Enliven business. The combined company may require additional capital sooner than currently anticipated and may not be able to obtain additional funds adequate for its capital needs. Its capital needs depend upon numerous factors, including:


        We cannot predict any of the foregoing factors with certainty. In addition, we cannot predict the precise amount of future capital that the combined company will require, particularly if it pursues one or more additional acquisitions. Furthermore, additional financing may not be available to it, or if it is available, it may not be available on acceptable terms. Its inability to obtain financing for additional acquisitions on acceptable terms may prevent it from completing advantageous acquisitions and consequently could seriously harm its prospects and future rates of growth. Inability to obtain

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additional funding for continuing operations or an acquisition would seriously harm the combined company's business, financial condition and results of operations. Consequently, it could be required to:

The combined company's business will be highly dependent on television, Internet, and radio advertising. If demand for, or margins from, the combined company's television, Internet, and radio advertising delivery services declines, its business results will decline.

        We expect that a significant portion of the combined company's revenues will continue to be derived from the delivery of television, Internet, and radio advertising spots from advertising agencies, production studios and dub and ship houses to radio and television stations in the U.S. A decline in demand for, or average selling prices of, the combined company's radio and television advertising delivery services for any of the following reasons, or otherwise, would seriously harm the combined company's business:

        Additionally, we are dependent on our relationship with the radio and television stations in which we have installed communications equipment. Should a substantial number of these stations go out of business, experience a change in ownership or discontinue the use of our equipment in any way, the combined company's revenues and results of operations would decline.

        Television and radio advertising distribution will comprise a range of approximately 60 to 70% of the combined company's total revenue.

        The combined company will distribute advertising to over 4,200 television, broadcast and cable networks, cable systems and over 10,000 radio stations. Accordingly, no individual television or radio station destinations will be material to the combined company.

The markets in which the combined company will operate are highly competitive, and competition may increase further as new participants enter the market and more established companies with greater resources seek to expand their market share.

        Competition within the markets for media distribution is intense with numerous companies distributing video and other content to a variety of destinations. Companies such as Google TV Ads, Comcast ADN and TelAmerica deliver television advertising spots to satellite TV systems and/or cable head ends. Recently, Microsoft, Google, AOL, and other large media companies have acquired or developed software platforms and technologies to participate in the media distribution marketplace. At the same time, many companies, including Akamai, Limelight Networks, Point Roll (a division of Gannett Company Inc.), EyeBlaster, and EyeWonder are implementing technologies to distribute video to the established traditional channels and new media outlets. Numerous companies such as Radiance are offering technologies to facilitate the distribution of video through variety of means.

        In addition, through the Enliven business, the combined company will compete in the market for video advertising on the Internet. The combined company will now compete with DoubleClick, which is owned by Google, and aQuantive, which is owned by Microsoft, and other rich-media solutions companies and ad serving companies. Together DoubleClick and aQuantive command a significant

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market share in the U.S. and international markets. The combined company may also experience competition from companies that provide web analytics or web intelligence. Other companies, such as Yahoo!, are also developing campaign management solutions.

        The combined company believes that its ability to compete successfully depends on a number of factors, both within and outside of its control, including: (1) the price, quality and performance of its products and those of its competitors; (2) the timing and success of new product introductions; (3) the emergence of new technologies; (4) the number and nature of its competitors in a given market; (5) the competitive advantage provided by the combined company's technology and the combined company's intellectual property rights therein; (6) the combined company's ability to develop new software and hire additional sales personnel; and (7) general market and economic conditions. In addition, the assertion of intellectual property rights by others could impact the ability to compete successfully. The competitive environment could result in price reductions that could result in lower profits and loss of market share.

        The combined company's competitors, however, may develop services that are equal or superior to its services or that achieve greater market acceptance. Many of the combined company's competitors have longer operating histories, greater name recognition, larger client bases and significantly greater financial, technical and marketing resources. In addition, a growing trend of cooperative relationships and consolidation within the Internet markets may create a great number of powerful and aggressive competitors that may engage in more extensive research and development, undertake more far-reaching marketing campaigns and make more attractive offers to existing and potential employees and customers than the combined company is able to. Such competitors may also adopt more aggressive pricing policies and may even provide services similar to the combined company's at no additional cost by bundling them with their other product and service offerings. Any increase in the level of competition from these, or any other competitors, is likely to result in price reductions, reduced margins, loss of market share and a potential decline in the combined company's revenues.

If the combined company is not able to maintain and improve service quality, its business and results of operations will be susceptible to decline.

        The business of the combined company will depend on making cost-effective deliveries to broadcast stations within the time periods requested by its customers. If it is unsuccessful in making these deliveries, for whatever reason, a station might be prevented from selling airtime that it otherwise could have sold. Stations may assert claims for lost air-time in these circumstances and dissatisfied advertisers may refuse to make further deliveries through it in the event of a significant occurrence of lost deliveries, which would result in a decrease in its revenues or an increase in its expenses, either of which could lead to a reduction in net income or an increase in net loss. Although we expect that the combined company will maintain insurance against business interruption, such insurance may not be adequate to protect it from significant loss in these circumstances or from the effects of a major catastrophe (such as an earthquake or other natural disaster), which could result in a prolonged interruption of its business. Its ability to make deliveries to stations within the time periods requested by customers depends on a number of factors, some of which will be outside of its control, including:

        DG FastChannel currently maintains business interruption insurance and intends on providing business interruption insurance for the combined company upon consummation of the merger.

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The market price of the combined company's stock is likely to be volatile.

        The trading price of DG FastChannel common stock and Enliven common stock has fluctuated in the past. The future trading price of the combined company common stock is likely to be volatile and could be subject to price fluctuations in response to such factors, including:

Sales of substantial amounts of the combined company's common stock in the public market after the merger could materially adversely affect the market price of its common stock.

        DG FastChannel will issue approximately 4.5 million shares of DG FastChannel common stock to Enliven stockholders in the merger. Approximately 22.5 million of the total shares of common stock of the combined company outstanding after the merger will be freely tradable immediately following the merger. The sale of substantial amounts of these shares may cause substantial fluctuations in the price of the combined company's common stock. Because investors would be more reluctant to purchase shares of the combined company's common stock following substantial sales, the sale of these shares also could impair its ability to raise capital through the sale of additional stock.

If the combined company is unable to maintain the current strategic relationships with broadcast and media outlets, its operating results may be adversely affected.

        The combined company's strategy will depend in part on the maintenance of ongoing relationships with broadcast and media outlets and certain other licensors such as Yahoo! and America Online. The combined company may not be able to successfully maintain such relationships, which may jeopardize its ability to generate sales of its services in those segments. Various factors could limit the combined company's ability to maintain such relationships, including, but not limited to, the resources available to its competitors.

Insiders will have substantial control over the combined company after the merger which could limit others' ability to influence the outcome of key transactions, including changes in control.

        Following the merger, we anticipate that the executive officers and directors of the combined company and their respective affiliates will own approximately 11.8% of the combined company's common stock. Such concentration of ownership may have the effect of delaying or preventing a change in control of the combined company even if a change of control is in the best interest of all stockholders.

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The combined company's business may be adversely affected if it is not able to protect its intellectual property rights from third-party challenges.

        We cannot ensure that the combined company's intellectual property does not infringe on the proprietary rights of third parties. The steps taken to protect the combined company's intellectual property may not be sufficient to preclude others from developing confusingly similar brand names or promotional materials or developing products and services similar to the combined company. We consider the combined company's trademarks, copyrights, advertising and promotion design and artwork to be of value and important to the combined company's businesses. The combined company will rely on a combination of trade secret, copyright and trademark laws and nondisclosure and other arrangements to protect its proprietary rights. The combined company will enter into confidentiality or license agreements with its distributors and customers and limit access to and distribution of its software, documentation and other proprietary information. Despite the combined company's efforts to protect its proprietary rights, unauthorized parties may attempt to copy or obtain and use information that the combined company regards as proprietary. In addition, the laws of some foreign countries do not protect the combined company's proprietary rights to the same extent as do the laws of the U.S.

        While we believe that the combined company's trademarks, copyrights, products, services, advertising and promotion design and artwork do not infringe upon the proprietary rights of third parties, the combined company may still receive future communications from third parties asserting that DG FastChannel, Enliven and/or the combined company infringed, is infringing, or may be infringing, on the proprietary rights of third parties. Any such claims, with or without merit, could be time-consuming, require it to enter into royalty arrangements or result in costly litigation and diversion of management attention. If such claims are successful, the combined company may not be able to obtain licenses necessary for the operation of its business, or, if obtainable, such licenses may not be available on commercially reasonable terms, either of which could prevent its ability to operate its business. Moreover, the combined company may owe substantial amounts for lost profits, past royalties, statutory or punitive damages and other similar amounts. The successful party may also be able to obtain an injunction against the combined company's continued use of the infringing items which may affect the combined company's ability to continue offering one or more products or services.

Enliven is, and the combined company will be, subject to intellectual property infringement claims, which are costly to defend, could result in substantial damage awards, and could limit the ability of the combined company to provide certain products or services in the future.

        Enliven's products and technologies are the subject of infringement claims. Following the merger, the combined company's products and technologies will be the subject of infringement claims, and may be the subject of infringement claims in the future. These infringement claims could result in costly litigation and could require the combined company to obtain a license to the intellectual property of third parties. The combined company may be unable to obtain licenses from these third parties on favorable terms, if at all. Even if a license is available, the combined company may have to pay substantial royalties to obtain it. If the combined company cannot obtain necessary licenses on reasonable terms, its business would be adversely affected. The combined company may also incur substantial expenses in defending against third-party infringement claims regardless of the merit of such claims. In addition, many of the combined company's agreements with customers will require it to indemnify them for certain third-party intellectual property infringement claims, which could increase the combined company's costs in defending such claims and its damages.

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The combined company may enter into or seek to enter into business combinations and acquisitions that may be difficult to integrate, disrupt its business, dilute stockholder value or divert management attention.

        The combined company's business strategy will include the acquisition of complementary businesses and product lines. Any such acquisitions would be accompanied by the risks commonly encountered in such acquisitions, including:

        The combined company may not be able to successfully complete any acquisition or, if completed, the acquired business or product line may not be successfully integrated with its operations, personnel or technologies. Any inability to successfully integrate the operations, personnel and technologies associated with an acquired business and/or product line may negatively affect its business and results of operation. The combined company may dispose of any of its businesses or product lines in the event that it is unable to successfully integrate them, or in the event that management determines that any such business or product line is no longer in the strategic interests of the combined company.

Failure to manage future growth could hinder the future success of the combined company's business.

        The personnel, systems, procedures and controls of the combined company may not be adequate to support its existing as well as future operations. To accommodate any potential future growth and to compete effectively and manage future growth, if any, the combined company will need to continue to implement and improve its operational, financial and management information systems, procedures and controls on a timely basis and to expand, train, motivate and manage its work force. The combined company must also continue to further develop its products and services while implementing effective planning and operating processes, such as continuing to implement and improve operational, financial and management information systems; hiring and training additional qualified personnel; continuing to expand and upgrade its core technologies; and effectively managing multiple relationships with various customers, joint venture and technological partners and other third parties.

The combined company will depend on key personnel to manage the business effectively, and if it is unable to retain its key employees or hire additional qualified personnel, its ability to compete could be harmed.

        The future success of the combined company will depend to a significant extent upon the services of Scott K. Ginsburg, Chairman of the Board and Chief Executive Officer; and Omar A. Choucair, Chief Financial Officer. Uncontrollable circumstances, such as the death or incapacity of any key executive officer, could have a serious impact on its business.

        The combined company's future success will also depend upon its ability to attract and retain highly qualified management, sales, operations, technical and marketing personnel. At the present time there is, and will continue to be, intense competition for personnel with experience in the markets applicable to the combined company's products and services. Because of this intense competition, the combined company may not be able to retain key personnel or attract, assimilate or retain other highly qualified technical and management personnel in the future. The inability to retain or to attract

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additional qualified personnel as needed could have a considerable impact on the combined company's business.

Certain provisions of the combined company's bylaws may have anti-takeover effects that could prevent a change in control even if the change would be beneficial to its stockholders.

        Following the merger the combined company will have a classified board which might, under certain circumstances, discourage the acquisition of a controlling interest of its stock because such acquirer would not have the ability to replace these directors except as the term of each class expires. The directors will be divided into three classes with respect to the time for which they hold office. The term of office of one class of directors expires at each annual meeting of stockholders. At each annual meeting of stockholders, directors elected to succeed those directors whose terms then expire are elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election.

The combined company's board of directors may issue, without further stockholder approval, preferred stock with rights and preferences superior to those applicable to the common stock.

        The combined company's certificate of incorporation will include a provision for the issuance of "blank check" preferred stock. This preferred stock may be issued in one or more series, with each series containing such rights and preferences as the combined company's board of directors may determine from time to time, without prior notice to or approval of stockholders. Among others, such rights and preferences might include the rights to dividends, superior voting rights, liquidation preferences and rights to convert into common stock. The rights and preferences of any such series of preferred stock, if issued, may be superior to the rights and preferences applicable to the common stock and might result in a decrease in the price of the common stock.


Risks Relating to the Industry

The media distribution products and services industry is divided into several distinct markets, some of which are relatively mature while others are growing rapidly. If the mature markets begin to decline at a time when the developing markets fail to grow as anticipated, it will be increasingly difficult for DG Fastchannel to maintain profitability.

        To date, its design and marketing efforts for its products and services have involved the identification and characterization of the broadcast market segments within the media distribution products and services industry that will be the most receptive to its products and services. DG FastChannel may not have correctly identified and characterized such markets and its planned products and services may not address the needs of those markets. Furthermore, its current technologies may not be suitable for specific applications within a particular market and further design modifications, beyond anticipated changes to accommodate different markets, may be necessary.

        While the electronic distribution of media has been available for several years and growth of this market is modest, many of the products and services now on the market are relatively new. It is difficult to predict the rate at which the market for these new products and services will grow, if at all. Even if the market does grow, it will be necessary to quickly conform our products and services to customer needs and emerging industry standards in order to be a successful participant in those markets, such as the market for HD spots. If the market fails to grow, or grows more slowly than anticipated, it will be difficult for any market participant to succeed and it will be increasingly difficult for DG FastChannel to achieve and maintain profitability.

        To achieve and sustain profitability and growth, DG FastChannel must expand its product and service offerings beyond the broadcast markets to include additional market segments within the media distribution products and services industry. Potential new applications for its existing products in new markets include distance learning and training, finance and retail. While DG FastChannel products and

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services could be among the first commercial products that may be able to serve the convergence of several industry segments, including digital networking, telecommunications, compression products and Internet services, its products and services may not be accepted by that market. In addition, it is possible that:

        Because the convergence of digital networking, telecommunications, compression products and Internet services is new and evolving, the growth rate, if any, and the size of the potential market for DG FastChannel's products cannot be predicted. If markets for these products fail to develop, develop more slowly than expected or become served by numerous competitors, or if its products do not achieve the anticipated level of market acceptance, DG FastChannel's future growth could be jeopardized. Broad adoption of DG FastChannel's products and services will require it to overcome significant market development hurdles, many of which it cannot predict.

The industry is in a state of rapid technological change and DG FastChannel may not be able to keep up with that pace.

        The advertisement distribution and asset management industry is characterized by extremely rapid technological change, frequent new products, service introductions and evolving industry standards. The introduction of products with new technologies and the emergence of new industry standards can render existing products obsolete and unmarketable. DG FastChannel's future success will depend upon its ability to enhance existing products and services, develop and introduce new products and services that keep pace with technological developments and emerging industry standards and address the increasingly sophisticated needs of its customers, including the need for HD spots. DG FastChannel may not succeed in developing and marketing product enhancements or new products and services that respond to technological change or emerging industry standards. DG FastChannel may experience difficulties that could delay or prevent the successful development, introduction and marketing of these products and services. Its products and services may not adequately meet the requirements of the marketplace and achieve market acceptance. If DG FastChannel cannot, for technological or other reasons, develop and introduce products and services in a timely manner in response to changing market conditions, industry standards or other customer requirements, particularly if it has pre-announced the product and service releases, its business, financial condition, results of operations and cash flows will be harmed.

The marketing and sale of DG FastChannel's products and services involve lengthy sales cycles. This makes business forecasting extremely difficult and can lead to significant fluctuations in quarterly results.

        Due to the complexity and substantial cost associated with providing integrated product and services to provide audio, video, data and other information across a variety of media and platforms, licensing and selling products and services to DG FastChannel's potential customers typically involves a significant technical evaluation. In addition, there are frequently delays associated with educating customers as to the productive applications of DG FastChannel's products and services, complying with customers' internal procedures for approving large expenditures and evaluating and accepting new technologies that affect key operations. In addition, certain customers have even longer purchasing cycles that can greatly extend the amount of time it takes to place DG FastChannel's products and services with these customers. Because of the lengthy sales cycle and the large size of DG FastChannel's potential customers' average orders, if revenues projected from a specific potential customer for a particular quarter are not realized in that quarter, product revenues and operating

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results for that quarter could be harmed. Revenues will also vary significantly as a result of the timing of product and service purchases and introductions, fluctuations in the rate of development of new markets and new applications, the degree of market acceptance of new and enhanced versions of DG FastChannel's products and services, and the level of use of satellite networking and other transmission systems. In addition, increased competition and the general strength of domestic and international economic conditions also impact revenues.

        Because expense levels such as personnel and facilities costs are based, in part, on expectations of future revenue levels, if revenue levels are below expectations, our business, financial condition, results of operations and cash flows will be harmed.

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THE MERGER

Structure of the Merger

        Subject to the terms and conditions of the merger agreement and in accordance with Delaware law, at the effective time of the merger, merger sub will be merged with and into Enliven. Enliven will survive the merger as a wholly owned subsidiary of DG FastChannel and will continue its corporate existence under Delaware law under the name "Enliven Marketing Technologies Corporation."


Background of the Merger

        Over the past several years, DG FastChannel has been executing a strategic plan for growth that involves acquiring and forming alliances with companies in the business of television and radio advertising distribution. In May 2006, Digital Generation Systems, Inc. merged with FastChannel Network, Inc., and the combined company became known as DG FastChannel, Inc. DG FastChannel also completed transactions with Pathfire, Inc., Point.360, GTN, Inc. and recently completed its purchase of the Vyvx advertising business from Level 3 Communications, LLC.

        The Enliven board of directors, together with senior management, regularly evaluates Enliven's business strategy, strategic alternatives, prospects for growth and opportunities to create value for Enliven's stockholders. As part of this evaluation, the Enliven board of directors and senior management routinely consider potential organic growth opportunities, as well as acquisitions, partnerships, business combinations and other strategic opportunities. In January 2005, Enliven acquired Unicast Communications Corp., a leader in the delivery of Internet video advertisements on the web, and integrated Enliven's technology with that of Unicast to create a rich media advertising platform for the creation, delivery and reporting of online content. In April 2007, Enliven acquired Makos Advertising, L.P., a full service creative agency that specializes in broadcast and video advertising, branding and graphic design. In October 2007, Enliven acquired Springbox, Ltd., an interactive marketing firm with expertise in digital web marketing and creative solutions, and merged Springbox with Enliven's Studio division, which provides fee-based professional services for creating content and implementing visualization solutions.

        The following chronology summarizes the key meetings and events that led to the signing of the merger agreement by DG FastChannel and Enliven. During this period, Scott K. Ginsburg, Chairman and Chief Executive Officer of DG FastChannel, and Patrick Vogt, Chief Executive Officer of Enliven, held many conversations, both by telephone and in person, about various strategic opportunities between the companies. The chronology below covers only the key events leading up to the merger agreement, and does not purport to catalogue every conversation between representatives of DG FastChannel and Enliven.

        During the end of 2006 and the first quarter of 2007, DG FastChannel began pursuing a digital media strategy to deliver advertisers' content to many different destinations such as online, mobile, podcast or Internet Protocal Television (or IPTV). Accordingly, management initiated a comprehensive review of various technologies and companies which could enable DG FastChannel to rapidly enter the marketplace and participate in a new digital media business segment. As a result of this review and analysis, DG FastChannel identified Enliven as a potential business partner and requested a meeting with Enliven in April 2007 for purposes of learning more about Enliven's business, service offerings and related technology solutions.

        On April 11, 2007, Mr. Ginsburg and Omar A. Choucair, chief financial officer of DG FastChannel, met with Mr. Vogt and Scott Kirkland, Enliven sales director, to discuss Enliven's business, particularly its advertising solutions technology.

        On April 13, 2007, following the introductory meeting between the companies, DG FastChannel entered into a mutual Non-Disclosure Agreement with Enliven for purposes of facilitating further

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discussions regarding a potential business arrangement and equity investment or other strategic relationship between DG FastChannel and Enliven.

        On April 26, 2007, Messrs. Ginsburg and Choucair met with Mr. Vogt, Andrew Graf, Enliven Executive Vice President and General Counsel, Caleb Hill, Enliven Director of Sales, and Adam Shulman, Enliven Vice President of Finance and Planning, to discuss Enliven's business in greater detail, including technical, financial and operational aspects of Enliven's business.

        On April 30, 2007, Messrs. Ginsburg and Choucair met with Mr. Vogt to discuss a potential reseller agreement between DG FastChannel and Enliven, pursuant to which the companies would have the opportunity to integrate DG FastChannel's media services platform with Enliven's Unicast advertising solutions technology. At this meeting, Mr. Vogt also informed Messrs. Ginsburg and Choucair of Enliven's intention to issue additional equity through a private placement and asked whether DG FastChannel would be interested in participating in the equity investment. In addition to discussions regarding the proposed reseller relationship, the parties also engaged in a general discussion regarding the proposed terms of a potential equity investment. On that date, Enliven's common stock closed at $0.38 per share.

        On May 2, 2007, DG FastChannel held a meeting of its board of directors to review the proposed reseller agreement with Enliven and also to review the proposed purchase of 10,750,000 shares of Enliven common stock at a price of $0.40 per share, plus warrants to purchase an additional 2,687,500 shares at an exercise price of $0.45 per share. After discussing the substance of each of these proposed transactions, the DG FastChannel board of directors voted to approve the execution of the reseller agreement and the purchase by DG FastChannel of the Enliven common stock and warrants.

        That same day, the Enliven board of directors held a special telephonic meeting during which it reviewed and approved the proposed reseller agreement with DG FastChannel, as well as the sale of 10,750,000 shares of Enliven common stock and the warrants to purchase an additional 2,687,500 shares of Enliven common stock. In addition, the Enliven board of directors amended Enliven's stockholders rights plan to permit DG FastChannel to purchase up to 19.99% of Enliven's common stock.

        On May 7, 2007, DG FastChannel and Enliven entered into the reseller agreement pursuant to which DG FastChannel would market the Enliven Unicast advertising solution technology to the DG FastChannel customer base. In addition to, but not as a requirement of, entering into the reseller agreement, DG FastChannel purchased 10,750,000 shares of Enliven common stock, at a price of $0.40 per share, plus warrants giving DG FastChannel the right to purchase an additional 2,687,500 shares of Enliven common stock at a future date, at a price of $0.45 per share, for an aggregate purchase price of $4.6 million. The shares of Enliven common stock so purchased plus those underlying the warrants represented approximately 15.9% of the then-outstanding shares of Enliven common stock. DG FastChannel was one of five investors who purchased Enliven warrants and common stock on that day, none of which were affiliates of DG FastChannel. All such purchases were made on substantially identical terms, except that DG FastChannel also received a participation right with respect to future Enliven stock issuances as well as the right to designate an individual to serve on Enliven's board of directors. DG FastChannel did not exercise its right to designate an Enliven director.

        On June 4, 2007, following receipt of a number of inquiries from potential strategic partners, Enliven engaged Needham to provide advisory services to the Enliven board of directors. Specifically, Needham was engaged to assist Enliven in reviewing and exploring the opportunities presented by such inquiries and to provide financial guidance with respect to proposed strategic transactions.

        On July 26, 2007, Mr. Vogt met with Messrs. Ginsburg and Choucair at DG FastChannel's offices to discuss matters relating to the status of the reseller agreement between the two companies.

        On or around October 16, 2007, pursuant to the participation right granted to DG FastChannel in connection with its May 2007 equity investment in Enliven, Enliven management offered

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DG FastChannel an opportunity to participate in a new equity investment in Enliven, pursuant to which Enliven planned to raise cash to purchase Springbox and for general corporate and working capital purposes.

        On October 18, 2007, DG FastChannel confirmed in writing to Enliven that DG FastChannel was declining to participate in the newly proposed Enliven equity investment. On the same day, Messrs. Ginsburg and Choucair met with Mr. Vogt, Jason McKay, President of Enliven's Unicast division, and Rob Molchon, Enliven Director of Technology, at DG FastChannel's offices to receive an update from Enliven regarding the status of the reseller agreement and to discuss future cooperation under that agreement.

        On January 23, 2008, Messrs. Ginsburg and Choucair met with Messrs. Vogt and Graf and representatives from Needham to discuss the Enliven business and explore the possibility of pursuing discussions relating to a potential business combination of DG FastChannel and Enliven. The parties agreed to review the matters discussed at the meeting and to hold another meeting at a later date to continue the discussions. Following this meeting, Mr. Vogt updated the Enliven board of directors concerning the discussions with Messrs. Ginsburg and Choucair.

        On March 25, 2008, Messrs. Ginsburg and Choucair met with Mr. Vogt at DG FastChannel's offices. At this meeting Messrs. Ginsburg and Choucair suggested the possibility to Mr. Vogt of a potential combination of DG FastChannel and Enliven pursuant to which, if the parties could agree on all material terms relating to such a combination, the Enliven stockholders (other than DG FastChannel) would receive approximately 4.6 million shares of DG FastChannel common stock in connection with a proposed stock-for-stock merger, implying an exchange ratio of 0.0527 shares of DG FastChannel common stock for each outstanding share of Enliven common stock. This proposed exchange ratio was based on the assumption that outstanding employee stock options and warrants to purchase shares of Enliven common stock would convert into options and warrants to purchase shares of DG FastChannel common stock based upon the exchange ratio. Messrs. Ginsburg and Choucair also indicated that Enliven could be entitled to designate two members of the DG FastChannel board of directors following the proposed transaction. After these discussions relating to the potential combination, Mr. Vogt indicated that he would review with Enliven's board of directors the substance of these discussions.

        On March 31, 2008, Messrs. Ginsburg and Choucair met with Messrs. Vogt and Graf and Chris Duignan, Enliven Chief Financial Officer, at Enliven's offices to further discuss and clarify some of the potential terms of the proposed transaction under consideration. Messrs. Ginsburg and Choucair reviewed issues relating to the structure of a potential transaction and again reviewed a merger proposal and related issues for discussion in connection with the proposal. DG FastChannel also requested financial and operational background materials from Enliven to allow it to begin preliminary financial and business due diligence. Again, Mr. Vogt indicated that he would review the offer and convey it to Enliven's board of directors.

        On April 2, 2008, the Enliven board of directors held a special telephonic meeting with representatives of Needham present. At the meeting, Needham discussed the relative merits of strategic alternatives considered by Enliven, including the potential strategic stock-for-stock merger proposed by DG FastChannel. Throughout the Needham presentation, the Enliven board of directors discussed in detail the opportunities and risks associated with each of the proposed alternatives. After the conclusion of the Needham presentation, Mr. Vogt outlined for the Enliven board of directors management's strategic plan for 2008 if Enliven were to continue as an independent company. There followed a detailed discussion of Enliven's current financial condition and results of operations and their potential impact on Enliven's ability to consummate a merger or acquisition. Further discussion ensued relating to Enliven's current relationship with DG FastChannel, the status of the strategic partnership governed by the reseller agreement and the strategic stock-for-stock merger of the two

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companies that had been proposed by DG FastChannel at the March 25 and March 31 meetings. At the conclusion of this discussion, the Enliven board of directors directed management to continue to operate the Company in accordance with a strategic plan that had been outlined by Mr. Vogt earlier, but also to continue non-exclusive discussions and mutual due diligence with DG FastChannel.

        On April 7, 2008, Mr. Choucair contacted Latham & Watkins LLP to request the firm's services as legal advisor for the possible strategic transaction with Enliven, and DG FastChannel subsequently engaged Latham for such purpose.

        On April 10, 2008, DG FastChannel formally retained BMO Capital Markets Corp. to act as its financial advisor with respect to, if requested by DG FastChannel, the rendering of an opinion as to the fairness of the consideration to be offered in connection with a possible transaction between DG FastChannel and Enliven.

        That same day, DG FastChannel entered into a letter agreement with Enliven modifying the terms of the parties' existing mutual Non-Disclosure Agreement executed on April 13, 2007 to include standstill provisions applicable to DG FastChannel in favor of Enliven. Also on that day, DG FastChannel requested additional due diligence materials from Enliven, including information relating to legal and intellectual property matters not previously requested. Also that day, Enliven requested financial, legal, intellectual property and other due diligence materials from DG FastChannel.

        On April 11, 2008, DG FastChannel held a telephonic meeting of its board of directors to review the status of the parties' discussions regarding a possible strategic transaction. Later that day, Latham distributed a draft merger agreement to Milbank, Tweed, Hadley & McCloy LLP, Enliven's legal advisors, for discussion purposes in connection with a possible transaction.

        On April 18, 2008, the Enliven board of directors held a special telephonic meeting, with representatives of Needham and Milbank present, to discuss the status of discussions relating to the possible transaction with DG FastChannel. Milbank began the meeting by updating the Enliven directors on their fiduciary duties and responsibilities in evaluating any potential transactions based on a written summary previously provided to the Enliven board of directors by Milbank. Milbank next discussed certain issues in the draft merger agreement provided by Latham on April 11, 2008 and alternative terms that would be included in a markup of that draft of the merger agreement to be sent back to Latham. Next, Needham discussed the potential transaction with DG FastChannel and its analysis of various metrics in relation to the proposed exchange ratio for the merger. Needham further discussed the current proposed exchange ratio of .0527 of a share of DG FastChannel common stock for each outstanding share of Enliven common stock in detail, including the potential impact of the maximum cash payments that could become due under the terms of certain outstanding warrants to purchase shares of Enliven common stock upon the consummation of the proposed transaction with DG FastChannel. At the conclusion of this meeting, the Enliven board of directors instructed management to continue the ongoing discussions and mutual due diligence with DG FastChannel. Later that evening, Milbank distributed a mark-up of the discussion draft of the merger agreement to Latham.

        On April 21, 2008, DG FastChannel held a telephonic meeting of its board of directors to review the status of the discussions relating to the possible transaction with Enliven. At this meeting, Messrs. Ginsburg and Choucair provided an update to the DG FastChannel directors with respect to the status of their ongoing discussions with Enliven. At the conclusion of the meeting, the DG FastChannel board of directors instructed management to continue the ongoing discussions and mutual due diligence with Enliven.

        On April 22, 2008, Messrs. Ginsburg and Choucair met with Messrs. Vogt, Shulman and Duignan (via telephone conference), together with representatives from both BMO Capital Markets and

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Needham, at the offices of DG FastChannel to conduct additional business and financial due diligence. At this meeting, DG FastChannel furnished Needham with financial projections for 2008 and 2009.

        On April 24, 2008, Milbank distributed to Latham additional comments with respect to the discussion draft of the merger agreement.

        On April 25, 2008, the Enliven board of directors held a special telephonic meeting with representatives of Needham and Milbank present. At this meeting, Needham discussed the results of its due diligence review of DG FastChannel to date. Needham also discussed the implications on stockholder value of the various strategic options available to Enliven, specifically, to continue the business in its current structure, to sell the company or to proceed with a strategic merger with DG FastChannel or other potential strategic merger partner. The Enliven board of directors discussed the benefits, timing and risks associated with each of these alternatives. Milbank then updated the board of directors on the status of discussions of the draft merger agreement with Latham. At the conclusion of this meeting, the Enliven board of directors directed senior management and Needham to provide the Enliven board of directors, at its next meeting, with an overview of previous contacts with potential strategic partners, other than DG FastChannel, that had been evaluated by management.

        On April 28, 2008, DG FastChannel held a meeting of its board of directors to review the status of discussions regarding the possible Enliven transaction. At this meeting, Messrs. Ginsburg and Choucair provided an update to the DG FastChannel directors with respect to the status of their ongoing discussions with Enliven. At the conclusion of the meeting, the DG FastChannel board of directors instructed management to continue the ongoing discussions and mutual due diligence with Enliven. Also that day, Latham distributed an updated request for additional legal due diligence materials and a revised draft of the merger agreement noting open issues relating to the possible transaction that required additional discussion between the parties.

        On April 30, 2008, the Enliven board of directors held a special telephonic meeting with representatives of Needham and Milbank present. At this meeting, Mr. Vogt provided an overview of DG FastChannel's business, including DG FastChannel's new product offerings through its partnership with Enliven pursuant to the reseller agreement. This presentation highlighted the strategic benefits of a proposed strategic business combination transaction with DG FastChannel, including certain synergies and the level of scale that could be achieved through the merger. Mr. Vogt then provided the overview of previous contacts with other potential strategic partners that the Enliven board of directors had requested at the previous meeting, together with his views as to the feasibility of attempting to engage in strategic discussions with these and other potential strategic partners, many of whom were much larger than Enliven. At this meeting Milbank also updated the Enliven board of directors on the status of the discussions concerning the proposed merger agreement, focusing on the remaining open issues. At the conclusion of this meeting, the Enliven board of directors instructed management to continue the discussions with DG FastChannel.

        Throughout the last week in April 2008 and the first week in May 2008, representatives of DG FastChannel and Enliven continued to discuss the status of open items relating to the potential transaction. At the same time, the two companies and their respective advisors continued to conduct mutual due diligence.

        On May 2, 2008, the Enliven board of directors held a special telephonic meeting, with representatives of Needham and Milbank present, for an update on the progress made with respect to the potential transaction with DG FastChannel. First, Milbank updated the Enliven board of directors on the remaining open issues in the draft merger agreement. Next, there followed a discussion of Enliven's financial projections for the years 2008 through 2012. Management reported that an earlier version of the financial projections had been provided to DG FastChannel as part of its due diligence investigation on April 9, 2008, as well as to Needham. Management advised the directors that DG FastChannel management had indicated that they had prepared their own, lower financial

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projections for Enliven. Subsequently and in accordance with their historic practice, Enliven management had twice revised their financial projections and provided them to Needham (but not to DG FastChannel). Management indicated that, for purposes of providing Needham with up-to-date projections to be utilized in their analysis of the exchange ratio pursuant to the merger agreement, the projections should be further revised to take into account the most recently available information, which would lead to a lowering of the projections. The Enliven board of directors directed management to deliver the newly updated financial projections to the members of the Enliven board of directors prior to the next board meeting so that the directors could review them and discuss them at that time.

        Later that day, Milbank distributed additional due diligence information regarding Enliven, and Latham distributed comparable information relating to DG FastChannel. Negotiations of the proposed merger agreement also continued between representatives of the two companies.

        On May 5, 2008, Mr. Choucair clarified for Mr. Vogt DG FastChannel's position on remaining open issues, including a reduction in the proposed exchange ratio to 0.051 of a share of DG FastChannel common stock for each outstanding share of Enliven common stock. This reduction related to the cash amounts that could become payable upon the consummation of the proposed merger under the terms of certain outstanding warrants to purchase Enliven common stock, as well as to transaction expenses incurred by Enliven. Mr. Choucair also confirmed that all outstanding Enliven employee stock options would be converted in the transaction into options to purchase shares of DG FastChannel common stock and that Enliven would be entitled to designate two members of its board of directors to serve on the DG FastChannel board of directors immediately following the closing of the proposed transaction.

        On May 6, 2008, the Enliven board of directors held a regular meeting at which they discussed, among other topics, the updated financial projections that had been provided to them prior to the meeting. The Enliven directors expressed their satisfaction with the updated financial projections, and it was agreed that the updated financial projections would be utilized by Needham in connection with their analysis of the exchange ratio pursuant to the merger agreement. Following this portion of the meeting, representatives of Needham and Milbank were asked to join in order to address the directors in connection with their consideration of the proposed transaction with DG FastChannel. First, representatives of Needham provided an update on the financial analyses it was performing in connection with the fairness opinion to be delivered by Needham.

        Next, representatives of Milbank updated the Enliven board of directors with respect to their fiduciary duties in relation to the proposed transaction with DG FastChannel. The Milbank representatives also provided an update to the Enliven board of directors with respect to due diligence matters. The Milbank representatives then reported that all material issues relating to the merger agreement had been resolved and then reviewed for the Enliven board of directors the key terms and conditions of the merger agreement, highlighting the resolution of the issues described to the Enliven board of directors at its previous meetings. In particular, Milbank described the provisions of the merger agreement that would prevent the Enliven board of directors from soliciting alternative proposals following the signing of the merger agreement with DG FastChannel but would allow them to consider unsolicited bona fide acquisition proposals that might be received prior to obtaining Enliven stockholder approval of the merger, as well as the Enliven board of directors' ability to withdraw its recommendation in favor of the transaction with DG FastChannel and to terminate the merger agreement with DG FastChannel and enter into an acquisition agreement for an alternative transaction, subject to the payment to DG FastChannel of a termination fee. The Milbank and Needham representatives also discussed with the directors their views as to the reasonableness of the proposed amount of such termination fee and the circumstances under which it would be payable. The Milbank representatives also discussed the provisions of the merger agreement relating to employee stock options and other employee benefits matters, as well as the provisions governing the composition of the

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DG FastChannel board of directors immediately following the closing of the transaction and indemnification and insurance coverage for Enliven directors and officers relating to pre-closing events.

        At the conclusion of this meeting, Mr. Vogt indicated that final negotiations would take place with DG FastChannel during the remainder of the day and the next day, and that it was anticipated that both the Enliven board of directors and the DG FastChannel board of directors would be asked to consider approval of a final merger agreement and the proposed merger at meetings to be held the following afternoon. Later that afternoon, Messrs. Ginsburg and Choucair made a presentation to the Enliven directors concerning their strategic vision for the combined companies.

        Later that day, Latham distributed a discussion draft of a proposed voting agreement between Mr. Ginsburg and Enliven. Pursuant to the proposed voting agreement, Mr. Ginsburg would agree to vote the shares of DG FastChannel common stock beneficially owned by him in favor of the issuance of shares in the proposed merger with Enliven at the DG FastChannel special meeting of stockholders to be called to vote on such issuance. During the remainder of the day and continuing on May 7, 2008, representatives of DG FastChannel and Enliven continued to finalize the merger agreement, the related disclosure schedules and the voting agreement.

        In the afternoon of May 7, 2008, Enliven's board of directors met again to consider the proposed transaction with DG FastChannel. First, Needham delivered its oral opinion (which was subsequently confirmed in writing by delivery of Needham's written opinion dated the same date) that, as of such date, and based upon the assumptions made, matters considered and limitations of the review described in the opinion, the exchange ratio of 0.051 of a share of DG FastChannel common stock for each outstanding share of Enliven common stock pursuant to the merger agreement was fair to the holders of Enliven common stock (other than DG FastChannel and its affiliates, as to which Needham expressed no opinion) from a financial point of view. The full text of the written opinion of Needham, which sets forth, among other things, the procedures followed, assumptions made, matters considered and limitation on the review undertaken in connection with such opinion is set for as Appendix C to this joint proxy statement/prospectus. Next, representatives of Milbank confirmed that all outstanding issues with respect to the merger agreement and the voting agreement had been resolved, and reviewed for the Enliven board of directors the resolutions that they would be asked to consider in connection with approving the proposed transaction with DG FastChannel. Following deliberations, the members of the Enliven board of directors present at such meeting, representing four out of the five members of the Enliven board of directors, by a unanimous vote (i) approved the merger agreement, and deemed the merger agreement and the transactions contemplated thereby, including the merger, advisable, fair to and in the best interests of the stockholders of Enliven and (ii) recommended that stockholders of Enliven approve the merger and adopt the merger agreement.

        Also in the afternoon of May 7, 2008, DG FastChannel's board of directors met telephonically with representatives of Latham and BMO Capital Markets, who participated in the board meeting at the invitation of Mr. Ginsburg. Mr. Ginsburg provided the board of directors with an update of DG FastChannel's interactions with Enliven since the prior DG FastChannel board meeting. Mr. Ginsburg then discussed with the board the strategic considerations relating to the proposed transaction. A representative of Latham presented to DG FastChannel's board a description of their fiduciary duties under Delaware law in connection with the proposed merger with Enliven and also provided DG FastChannel's board with a summary of the material provisions of the merger agreement. A representative of BMO Capital Markets then presented DG FastChannel's board with information concerning certain financial analyses performed in connection with DG FastChannel's proposed merger with Enliven. The representative of BMO Capital Markets then delivered to DG FastChannel's board the opinion of BMO Capital Markets (which was subsequently confirmed in writing by delivery of BMO Capital Markets' written opinion dated the same date) that, as of such date, and based upon the assumptions made, matters considered and limitations of the review described in the opinion, the exchange ratio pursuant to the merger agreement was fair, from a financial point of view, to

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DG FastChannel. The full text of the written opinion of BMO Capital Markets, which sets forth, among other things, the procedures followed, assumptions made, matters considered and limitation on the review undertaken in connection with such opinion is set for as Appendix B to this joint proxy statement/prospectus. The board also reviewed the due diligence efforts undertaken in connection with the transaction. After additional discussion and review, DG FastChannel's board of directors, acting unanimously, (i) considered and voted to authorize the transaction and approved the merger agreement, the merger, the ancillary agreements and the other transactions contemplated by the merger agreement as DG FastChannel's board of directors deemed it advisable, fair to and in the best interests of DG FastChannel and its stockholders to effect the merger and the transactions contemplated by the merger agreement and (ii) resolved to recommend that the DG FastChannel stockholders approve the issuance of DG common stock in connection with the merger.

        During the remainder of the afternoon of May 7, the parties completed the negotiations and finalized the terms of the merger agreement, the related disclosure schedules and the voting agreement. Following these final negotiations and after the close of the financial markets in New York, DG FastChannel and Enliven executed the merger agreement and Mr. Ginsburg and Enliven contemporaneously executed the voting agreement with respect to shares of DG FastChannel common stock beneficially owned by Mr. Ginsburg.

        On May 8, 2008, before the opening of the markets, DG FastChannel and Enliven issued a joint press release announcing the execution of the merger agreement and the transactions contemplated thereby, including the merger.


Recommendation of the Board of Directors of DG FastChannel; DG FastChannel's Reasons for the Merger

        On May 7, 2008, the DG FastChannel board of directors unanimously declared that the merger agreement and the merger, upon the terms and subject to the conditions set forth in the merger agreement, are advisable, fair to and in the best interests of DG FastChannel and its stockholders, and determined that the issuance of shares of DG FastChannel common stock to Enliven stockholders, upon the terms and subject to the conditions set forth in the merger agreement, is fair to and in the best interests of DG FastChannel and its stockholders. The DG FastChannel board of directors has declared that the merger agreement, the merger and the issuance of shares are advisable and recommends that DG FastChannel's stockholders vote "FOR" the issuance of shares at the special meeting of stockholders.

        In reaching its determination to declare the merger and the issuance of shares advisable and to recommend that DG FastChannel's stockholders approve the issuance of shares, the DG FastChannel board of directors considered a number of factors, including the ones discussed in the following paragraphs. In light of the number and wide variety of factors considered in connection with its evaluation of the transaction, the DG FastChannel board of directors did not consider it practicable to, and did not attempt to, quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its determination. Rather, the DG FastChannel board of directors made its recommendation based on the totality of information presented to, and the investigation conducted by or at the direction of, the DG FastChannel board of directors. In addition, individual directors may have given different weight to different factors. This explanation of DG FastChannel's reasons for the merger and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed above under "FORWARD-LOOKING STATEMENTS" on page 12.

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        In arriving at its determination, the DG FastChannel board of directors consulted with DG FastChannel's management and financial and legal advisors, and reviewed a significant amount of information and considered a number of factors. The material factors considered by the DG FastChannel board of directors were:

In the course of deliberations, the DG FastChannel board of directors also considered a number of additional factors relevant to the merger, including:

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The DG FastChannel board of directors also identified and considered a number of potentially negative factors in its deliberations concerning the merger, including:


        The DG FastChannel board of directors determined that DG FastChannel and Enliven could avoid or mitigate these and other risks, and that, overall, these risks were outweighed by the potential benefits of the merger.

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        The foregoing discussion of the factors, risks and countervailing factors considered by the DG FastChannel board of directors is not intended to be exhaustive, but does set forth the material factors, risks and countervailing factors considered by the DG FastChannel board of directors.


Fairness Opinion of Financial Advisor to DG FastChannel

        DG FastChannel retained BMO Capital Markets solely to render an opinion to the DG FastChannel board of directors as to the fairness, from a financial point of view, to DG FastChannel of the exchange ratio to be paid under the merger agreement. On May 7, 2008, at a meeting of the DG FastChannel board of directors held to evaluate the merger, BMO Capital Markets delivered its oral opinion, which opinion was subsequently confirmed by delivery of its written opinion dated May 7, 2008, to the effect that, as of that date and subject to the various assumptions in such opinion, the exchange ratio of 0.051 of a share of DG FastChannel common stock for each share of Enliven stock to be paid by DG FastChannel under the merger agreement, referred to herein as the exchange ratio, was fair, from a financial point of view, to DG FastChannel. BMO Capital Markets does not have any obligation to update, revise or reaffirm its opinion. BMO Capital Markets did not act as financial advisor to DG FastChannel, Enliven or any other party with respect to the merger other than in rendering such opinion.

        The full text of BMO Capital Markets' written opinion to the DG FastChannel board of directors, which sets forth, among other things, the procedures followed, assumptions made, matters considered and limitations on the review undertaken, is attached as Appendix B to this joint proxy statement/prospectus and is incorporated into this joint proxy statement/prospectus by reference. Holders of DG FastChannel common stock are encouraged to read the opinion carefully and in its entirety. The following summary is qualified in its entirety by reference to the full text of such opinion. BMO Capital Markets' analyses and opinion were prepared for and addressed to the DG FastChannel board of directors and are directed only to the fairness, from a financial point of view, to DG FastChannel of the exchange ratio. BMO Capital Markets' opinion does not constitute a recommendation to DG FastChannel stockholders or anyone else on how to vote at any meeting held in connection with the merger. BMO Capital Markets' opinion also does not in any manner address the prices at which DG FastChannel common stock has traded or may trade in the future, including subsequent to the completion of the merger. The BMO Capital Markets opinion has been approved by a fairness committee of BMO Capital Markets. BMO Capital Markets has consented to the inclusion of the opinion in this joint proxy statement/prospectus.

        In preparing its opinion to the DG FastChannel board of directors, BMO Capital Markets performed various financial and comparative analyses, including those described below. The summary set forth below does not purport to be a complete description of the analyses underlying BMO Capital Markets' opinion or the presentation made by BMO Capital Markets to the DG FastChannel board of directors. The preparation of a fairness opinion is a complex analytic process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. In arriving at its opinion, BMO Capital Markets did not attribute any particular weight to any analysis or factor considered by it, but rather made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. Accordingly, notwithstanding the separate analyses summarized below, BMO Capital Markets believes that its analyses must be considered as a whole and that selecting portions of its analyses and factors, or focusing on information presented in tabular format, without considering all of the analyses and factors or the narrative description of the analyses, would create a misleading or incomplete view of the process underlying its opinion.

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        In arriving at its opinion, and performing the related financial analysis, BMO Capital Markets:


        In rendering its opinion, BMO Capital Markets assumed and relied on the accuracy and completeness of information supplied or otherwise made available to BMO Capital Markets by DG FastChannel, Enliven or their respective representatives or advisors or obtained by BMO Capital Markets from other sources. BMO Capital Markets did not assume any responsibility for independently verifying and did not independently verify such information. BMO Capital Markets did not independently evaluate, physically inspect or appraise any of the respective assets or liabilities (contingent or otherwise) of DG FastChannel or Enliven and was not furnished with any such valuations or appraisals. BMO Capital Markets was not asked to and did not evaluate the solvency or fair value of DG FastChannel or Enliven. With respect to financial projections, including estimated synergies, for DG FastChannel and Enliven, BMO Capital Markets was advised by DG FastChannel, and assumed, without independent investigation, that they had been reasonably prepared and reflected the best currently available estimates and good faith judgments of senior management of DG FastChannel of the expected future competitive, operating and regulatory environments and related financial performance of DG FastChannel and Enliven. BMO Capital Markets expresses no opinion with respect to such projections, including estimated synergies, or the assumptions on which they are based. BMO Capital Markets was not asked to and did not consider the possible effects of any litigation or other legal claims. BMO Capital Markets further assumed that the merger will qualify as a tax-free reorganization for U.S. federal income tax purposes and that the merger will be consummated in a timely manner and in accordance with the terms of the merger agreement without waiver, modification or amendment of any material term, condition or agreement and that all governmental, regulatory and other consents and approvals necessary for the consummation of the merger will be

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obtained without any material adverse effect on DG FastChannel or Enliven or on the contemplated benefits of the merger.

        BMO Capital Markets' opinion is necessarily based upon financial, economic, market and other conditions and circumstances as in effect on, and information made available to BMO Capital Markets as of May 7, 2008. BMO Capital Markets disclaims any undertakings or obligations to advise any person of any change in any fact or matter affecting the opinion which may come or be brought to its attention after the date of the opinion.

        BMO Capital Markets' opinion does not constitute a recommendation as to any action that the board of directors of DG FastChannel or any stockholder of DG FastChannel should take in connection with the merger or any aspect thereof and is not a recommendation to any person on how such person should vote with respect to issuance of DG common stock in connection with the merger. BMO Capital Markets' opinion relates solely to the fairness, from a financial point of view, to DG FastChannel of the exchange ratio. BMO Capital Markets expresses no opinion as to the relative merits of the merger and any other transactions or business strategies discussed by the board of directors of DG FastChannel as alternatives to the merger or the decision of the board of directors of DG FastChannel to proceed with the merger, nor does BMO Capital Markets express any opinion on the structure, terms or effect of any other aspect of the merger or the other transactions contemplated by the merger agreement. BMO Capital Markets is not an expert in, and its opinion does not address, any of the legal, tax or accounting aspects of the proposed transaction. BMO Capital Markets relied solely on DG FastChannel's legal, tax and accounting advisors for such matters.

        BMO Capital Markets was engaged solely to render an opinion as to the fairness, from a financial point of view, to DG FastChannel of the exchange ratio, for which it has received a fee for its services, which fee was not contingent upon successful consummation of the merger. BMO Capital Markets has not acted as financial advisor to DG FastChannel, Enliven, or any other party with respect to the merger other than in rendering such opinion. Accordingly, BMO Capital Markets has not been involved in any aspect of the proposed transaction, including, without limitation, the negotiation of the Merger Agreement, alternatives thereto or any of the other terms of the proposed transaction.

        The following is a summary of the material analyses performed by BMO Capital Markets in connection with its opinion to the DG FastChannel board of directors dated May 7, 2008. The following summary, however, does not purport to be a complete description of the financial analyses performed by BMO Capital Markets, nor does the order of analyses described represent relative importance or weight given to those analyses by BMO Capital Markets. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before May 7, 2008 and is not necessarily indicative of current market conditions. Some of the financial analyses summarized below include information presented in tabular format. In order to understand fully BMO Capital Markets' financial analyses, the tables must be read together with the text of the summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of BMO Capital Markets' financial analyses.

        Merger Consideration.    BMO Capital Markets calculated the implied merger price per share by multiplying the exchange ratio of 0.051 by the closing price per share of DG FastChannel common stock of $19.23 on May 5, 2008. The following table reflects the various values of the merger consideration considered by BMO Capital Markets in its analyses. BMO Capital Markets also noted that the $0.98 per share merger consideration represented a 38% premium to the closing stock price per share of Enliven's common stock on May 5, 2008 of $0.71, and further represented a premium as

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compared to the average closing stock price per share of Enliven common stock over various periods, each ending on May 5, 2008, as follows:

Enliven's Common Stock Price Per Share

   
  Implied Premium
 
Trailing 5 trading days average   $ 0.70   40 %
Trailing 30 trading days average   $ 0.70   40 %
Trailing 90 trading days average   $ 0.91   8 %
Trailing 180 trading days average   $ 0.86   14 %
Trailing one year average   $ 0.90   9 %

        Analysis of Certain Publicly Traded Companies Comparable to Enliven.    BMO Capital Markets reviewed publicly available financial information of the following four publicly traded Internet marketing companies: ValueClick, Omniture, Digital River and Marchex.

        For these selected companies, BMO Capital Markets noted the median of such multiples was 2.7x for enterprise value to projected 2008 revenues, and 2.4x for enterprise value to projected 2009 revenues. BMO Capital Markets then selected a range of multiples for enterprise value to projected 2008 and 2009 revenues and determined an implied enterprise value for Enliven, then subtracted net debt to determine an implied equity value. After accounting for the vesting of in-the-money options and warrants, this analysis indicated a range of implied values per share of Enliven's common stock of $0.57 to $0.86 based on projected 2008 revenues and $0.58 to $0.90 based on projected 2009 revenues. These implied equity values per share were then compared to the implied equity value per share of the merger consideration of $0.98 described above.

        No company included in the group of selected companies is identical to Enliven. In selecting and evaluating the comparable companies, BMO Capital Markets made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions, and other matters. Many of these matters are beyond the control of Enliven and BMO Capital Markets. Because of the inherent differences between the business, operations, financial condition and prospects of Enliven and those of the selected comparable companies, BMO Capital Markets believed it was inappropriate to, and therefore did not, rely solely on the quantitative results of the comparable company analysis. Mathematical analysis, such as determining the median, is not in itself a meaningful method of using comparable company data.

        Analysis of Certain Publicly Traded Companies Comparable to DG FastChannel.    BMO Capital Markets reviewed publicly available financial information of the following six advertising agencies and five media distribution network companies as follows:

Advertising Agency Companies

  Distribution Network Companies
• Omnicom
• WPP
• Publicis
• Interpublic
• Aegis
• Havas
  • Akamai Technologies
• National CineMedia
• SAVVIS
• LodgeNet Interactive
• RRsat Global

        For these selected companies, BMO Capital Markets noted such multiples for enterprise value as a multiple of earnings before interest, taxes, depreciation and amortization, or "EBITDA." The overall median enterprise value to projected 2008 EBITDA multiple for these selected companies was 7.0x, and 6.5x for enterprise value to projected 2009 EBITDA. BMO Capital Markets then selected a range of multiples for enterprise value to projected 2008 EBITDA. BMO Capital Markets reviewed two scenarios for projected EBITDA prepared by DG FastChannel management that include a standalone set of projections excluding the pending acquisition of Vyvx, referred to herein as the "Standalone

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case," as well as a scenario that is pro forma for the acquisition of Vyvx, referred to herein as the "Pro Forma for Vyvx case." BMO Capital Markets determined an implied enterprise value for DG FastChannel by applying a selected range of multiples to the corresponding projected values for DG FastChannel using the two sets of projected EBITDA described above, then subtracted net debt to determine an implied equity value. After accounting for the vesting of in-the-money options and warrants, this analysis indicated a range of implied values per share of DG FastChannel's common stock of $15.51 to $19.02 assuming a Standalone case, and $14.67 to $19.56 assuming a Pro Forma for Vyvx case. These implied equity values per share were then compared to DG FastChannel's common stock price preceding the public announcement of the merger.

        No company included in the group of selected companies is identical to DG FastChannel. In selecting and evaluating the comparable companies, BMO Capital Markets made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions, and other matters. Many of these matters are beyond the control of DG FastChannel and BMO Capital Markets. Because of the inherent differences between the business, operations, financial condition and prospects of DG FastChannel and those of the selected comparable companies, BMO Capital Markets believed it was inappropriate to, and therefore did not, rely solely on the quantitative results of the comparable company analysis.

        Selected Precedent Transactions Analysis.    BMO Capital Markets reviewed publicly available financial information relating to the following sixteen merger and acquisition transactions involving Internet marketing companies since April 2005:

Target

  Acquirer

Compete   Taylor Nelson Sofres
Visual Sciences (WebSideStory)   Omniture
Offermatica   Omniture
Aptimus   Apollo Group
MeziMedia   ValueClick
24/7 Real Media   WPP
Hitwise   Experian
Jumpstart Automotive   Hachete Filipacchi Media
Touch Clarity   Omniture
Visual Sciences   WebSideStory
Pricegrabber.com   Experian
FastClick   ValueClick
Web Marketing Holdings (Web Clients)   ValueClick
Shopping.com   eBay
LowerMyBills.com   Experian
DoubleClick   Hellman & Friedman/JMI Equity

        Using publicly available information, BMO Capital Markets calculated the enterprise value of the target reflected in each transaction as a multiple of revenue for the last twelve months, or LTM revenue, preceding announcement of the transaction and noted the median of such multiples of 4.5x.

        BMO Capital Markets then selected a range of enterprise value to LTM revenue multiples and determined an implied value for Enliven by applying this range to the corresponding LTM values for Enliven, then subtracted net debt to determine an implied equity value. After accounting for the vesting of in-the-money options and warrants, this analysis indicated a range of implied values per share for Enliven ranging from $0.68 to $1.11. These implied equity values per share were then compared to the implied equity values per share of the merger consideration of $0.98 described above.

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        No company, transaction or business used in the Selected Precedent Transactions Analysis is identical to Enliven or the merger. Accordingly, an evaluation of the results of those analyses is not entirely mathematical. Rather, the analyses involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies, business segments or transactions to which Enliven and the merger were compared.

        Discounted Cash Flow Analyses.    BMO Capital Markets performed discounted cash flow analyses on each of Enliven and DG FastChannel and used the results of each analysis to derive a range of implied equity values per share for Enliven and DG FastChannel.

        BMO Capital Markets used financial cash flow projections for Enliven based on DG FastChannel's management estimates, including estimated synergies and associated costs to achieve such synergies. BMO Capital Markets estimated the terminal value of Enliven by applying terminal multiples of revenue ranging from 2.25x to 3.25x to Enliven's revenue in the terminal year. BMO Capital Markets then discounted Enliven's unlevered free cash flows and the range of terminal values to calculate the present values using a range of discount rates from 16% to 18%. BMO Capital Markets utilized this range of discount rates based on analyzing and comparing the weighted average cost of capital for the selected publicly traded companies used in the analysis. This analysis implied an equity value per share for Enliven ranging from $0.72 to $1.01 excluding the impact of estimated synergies, and $0.77 to $1.06 including the impact of estimated synergies. These implied equity values per share were then compared to the implied equity value per share of the merger consideration of $0.98 described above.

        BMO Capital Markets also used financial cash flow projections for DG FastChannel based on DG FastChannel's management estimates, including the Standalone case and Pro Forma for Vyvx case. BMO Capital Markets estimated the terminal value of DG FastChannel by applying terminal multiples of EBITDA ranging from 8.0x to 9.0x to DG FastChannel's EBITDA in the terminal year. BMO Capital Markets then discounted DG FastChannel's unlevered free cash flows and the range of terminal values to calculate present values using a range of discount rates from 14% to 16%. BMO Capital Markets utilized this range of discount rates based on analyzing and comparing the weighted average cost of capital for the selected publicly traded companies used in the analysis. This analysis implied an equity value per share for DG FastChannel ranging from $19.09 to $22.58 for the Standalone case, and $19.91 to $24.62 for the Pro Forma for Vyvx case. These implied equity values per share were then compared to the recent per share prices of DG FastChannel's common stock described above.

        Relative Contribution Analysis.    Using estimated financial data for DG FastChannel and Enliven provided by DG FastChannel's management, BMO Capital Markets analyzed the relative contributions of each of DG FastChannel and Enliven relative to the combined company's estimated revenue for 2008 and 2009. BMO Capital Markets then computed DG FastChannel's percentage contribution to the combined company. This analysis indicated that Enliven will contribute approximately 20% to the combined company's revenues on a pro forma basis. This was compared to the approximately 22% post-merger pro forma ownership of DG FastChannel by present stockholders of Enliven.

        BMO Capital Markets also reviewed DG FastChannel's percentage contribution to the combined company, using Pro Forma for Vyvx case EBITDA projections. This analysis indicated that Enliven will contribute approximately 20% to the combined company's revenues on a pro forma basis. This was compared to the approximately 22% post-merger pro forma ownership of DG FastChannel by present stockholders of Enliven.

        Miscellaneous.    In performing its analyses, BMO Capital Markets made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of BMO Capital Markets, DG FastChannel or

49



Enliven. Any estimates contained in the analyses performed by BMO Capital Markets are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than those suggested by such analyses. Additionally, estimates of the value of businesses or securities do not purport to be appraisals or to reflect the prices at which such businesses or securities might actually be sold. Accordingly, these analyses and estimates are inherently subject to substantial uncertainty. In addition, as described above, BMO Capital Markets' opinion was only one of several factors taken into consideration by the DG FastChannel board of directors in making its determination to approve the merger agreement and the merger and the issuance of shares of DG FastChannel common stock in the merger. Consequently, BMO Capital Markets' analyses should not be viewed as determinative of the decision of the DG FastChannel's board of directors or DG FastChannel's management with respect to the fairness of the consideration provided for in the merger agreement.

        DG FastChannel has paid BMO Capital Markets a fixed fee of $400,000 for its financial advisory services, none of which is contingent on completion of the merger. DG FastChannel also has agreed to reimburse BMO Capital Markets for reasonable expenses incurred by BMO Capital Markets in performing its services and to indemnify BMO Capital Markets and related persons and entities against liabilities, including liabilities under the U.S. federal securities laws, arising out of BMO Capital Markets' engagement.

        DG FastChannel retained BMO Capital Markets based upon BMO Capital Markets' experience and expertise. BMO Capital Markets is a nationally recognized investment banking and advisory firm. As part of its investment banking business, BMO Capital Markets is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. BMO Capital Markets and its affiliates have in the past provided certain banking and other services to DG FastChannel and its affiliates, and BMO Capital markets and its affiliates may provide banking and other services to DG FastChannel, Enliven or their respective affiliates in the future, for which BMO Capital Markets or such affiliate may have received or will receive customary fees. In particular, during the past two years, BMO Capital Markets has been and is a lender to DG FastChannel and an affiliate of BMO Capital Markets acts as administrative agent under DG FastChannel's $145 million credit agreement, which agreement consists of $115 million in term loans and a $30 million revolving credit facility, bearing interest at a base rate or LIBOR, plus an applicable margin that fluctuates with the total leverage ratio. This facility amended and replaced DG FastChannel's previous $85 million credit agreement with a syndicate of financial institutions led by Bank of Montreal, which consisted of a $45 million term loan and a $40 million revolving credit facility, bearing interest at a base rate or LIBOR, plus an applicable margin for each that fluctuated with the total leverage ratio. In each case, BMO Capital Markets acted as sole lead arranger and sole book runner. Additionally, on June 5, 2008, DG FastChannel entered into a $65 million senior unsecured bridge loan agreement bearing interest at 11%, plus an applicable margin that increased at stipulated intervals, with Bank of Montreal, which also acts as administrative agent. In connection with the above-described banking relationships, BMO Capital Markets has received or will receive customary fees. BMO Capital Markets provides a full range of financial advisory and securities services and, in the course of its normal trading activities, may from time to time effect transactions and hold securities, including derivative securities, of DG FastChannel or Enliven for its own account and for the accounts of customers.

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Recommendation of the Board of Directors of Enliven; Enliven's Reasons for the Merger

        In a meeting on May 7, 2008, the present members of the Enliven board of directors unanimously declared that the merger agreement and the merger, upon the terms and subject to the conditions set forth in the merger agreement, are advisable, fair to and in the best interests of Enliven and its stockholders. The Enliven board of directors has declared that the merger agreement and the merger are advisable and recommends that Enliven's stockholders vote "FOR" the adoption of the merger agreement and approval of the merger at the special meeting of stockholders.

        In reaching its determinations to approve the merger agreement and recommend that the Enliven's stockholders adopt the merger agreement and approve the merger, the Enliven board of directors considered numerous factors discussed with Enliven's outside legal and financial advisors and senior management, including the following factors and benefits of the merger, each of which the Enliven board of directors believed supported its determinations:

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        The Enliven board of directors also identified and considered a number of uncertainties, risks and other potentially negative factors, including the following:

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        The foregoing discussion of the factors considered by the Enliven board of directors is not intended to be exhaustive, but rather includes the material factors considered by the Enliven board of directors in its consideration of the merger agreement and the merger. After considering these factors, the Enliven board of directors concluded that the positive factors relating to the merger agreement and the merger outweighed the potential negative factors. In view of the wide variety of factors considered by the Enliven board of directors, and the complexity of these matters, the Enliven board of directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the foregoing factors. In addition, individual members of the Enliven board of directors may have assigned different weights to various factors. The Enliven board of directors approved and recommends the merger agreement and the merger based upon the totality of the information presented to and considered by it.


Fairness Opinion of Financial Advisor to Enliven

        Enliven retained Needham to act as its financial advisor in connection with the proposed merger and to render an opinion as to the fairness, from a financial point of view, of the exchange ratio pursuant to the merger agreement to the holders of Enliven common stock (other than the shares of Enliven common stock held by DG FastChannel and its affiliates, as to which Needham expressed no opinion). The exchange ratio was determined through arm's length negotiations between Enliven and DG FastChannel and not by Needham.

        On May 7, 2008, Needham delivered to the Enliven board of directors its written opinion that, as of that date and based upon and subject to the assumptions and other matters described in the written

53


opinion, the exchange ratio pursuant to the merger agreement was fair to the holders of Enliven common stock (other than the shares of Enliven common stock held by DG FastChannel and its affiliates, as to which Needham expressed no opinion) from a financial point of view. Prior to its issuance, the Needham opinion was approved by Needham's internal fairness committee. The Needham opinion is addressed to the Enliven board of directors, is directed only to the financial terms of the merger agreement and does not constitute a recommendation to any Enliven stockholder as to how that stockholder should vote on, or take any other action relating to, the merger.

        The complete text of the Needham opinion, which sets forth the assumptions made, matters considered, limitations on and scope of the review undertaken by Needham, is attached to this joint proxy statement/prospectus as Appendix C. The summary of the Needham opinion set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the Needham opinion. Enliven stockholders should read the Needham opinion carefully and in its entirety for a description of the procedures followed, the factors considered, and the assumptions made by Needham.

        In arriving at its opinion, Needham, among other things:


        In connection with its review and in arriving at its opinion, Needham assumed and relied on the accuracy and completeness of all of the financial and other information reviewed by or discussed with it for purposes of rendering its opinion, and Needham neither attempted to verify independently nor assumed responsibility for verifying any of such information. In addition, Needham assumed that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Code, and that the merger will be consummated upon the terms and subject to the conditions set forth in the merger agreement without material alteration or waiver. Needham assumed that the financial forecasts for each company provided to Needham by their respective managements and the joint prospects of the combined companies were reasonably prepared on bases reflecting the best currently available estimates and judgments of the managements of Enliven and DG FastChannel, at the time of preparation, of the future operating and financial performance of Enliven and DG FastChannel and the combined

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companies. Needham relied upon the estimates of Enliven and DG FastChannel of the potential cost savings and other synergies, including the amount and timing thereof, that may be achieved as a result of the merger. Needham assumed, based upon discussions with the respective managements of Enliven and DG FastChannel, that the research analyst projections with respect to Enliven and DG FastChannel represent reasonable estimates as to the future financial performance of Enliven and DG FastChannel, respectively.

        As described above, in preparing certain of its analysis, Needham relied upon a set of projections with respect to Enliven's future financial performance for the period 2008-2012 and upon a set of projections with respect to DG FastChannel's future financial performance for the period 2008-2009. These projections were provided by Enliven's and DG FastChannel's management teams, respectively. Needham noted that these projections were based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of Enliven and DG FastChannel management, including, without limitation, factors relating to general economic and competitive conditions, growth rates, market share and pricing. Accordingly, actual results could vary significantly from those set forth in the projections.

        Needham did not assume any responsibility for or make or obtain any independent evaluation, appraisal or physical inspection of the assets or liabilities of Enliven or DG FastChannel. Needham's opinion states that it was based on economic, monetary and market conditions existing as of its date, and Needham did not assume any responsibility to update or revise its opinion based upon circumstances and events occurring after the date of that opinion. Needham expressed no opinion as to what the value of DG FastChannel common stock will be when issued to the stockholders of Enliven pursuant to the merger or the prices at which DG FastChannel common stock or Enliven common stock will actually trade at any time. In addition, Needham was not asked to consider, and the Needham opinion does not address, Enliven's underlying business decision to engage in the merger or the relative merits of the merger as compared to other business strategies that might be available to Enliven.

        No limitations were imposed by Enliven on Needham with respect to the investigations made or procedures followed by Needham in rendering its opinion.

        In preparing its opinion, Needham performed a variety of financial and comparative analyses. The following paragraphs summarize the material financial analyses performed by Needham in arriving at its opinion. The order of analyses described does not represent relative importance or weight given to those analyses by Needham. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by Needham, the tables must be read together with the full text of each summary. The following quantitative information, to the extent it is based on market data, is, except as otherwise indicated, based on market data as it existed on or prior to May 7, 2008, and is not necessarily indicative of current or future market conditions.

        Pursuant to and as described more fully in the merger agreement, each issued and outstanding share of Enliven common stock will be converted into the right to receive 0.051 shares of DG FastChannel common stock. Based on the closing price of DG FastChannel common stock on May 6, 2008, this value was $0.98 per share.

        Average Stock Price Ratio Analysis.    Needham reviewed the historical trading prices of Enliven common stock and DG FastChannel common stock for various periods prior to May 6, 2008, the last full trading day prior to the date of Needham's opinion, in order to determine the average stock price ratios for the prior 30 days, three months, six months, 12 months, two years and five years. "Average

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stock price ratio" data represent the daily closing stock price of Enliven common stock divided by the daily closing stock price of DG FastChannel common stock averaged over the respective period.

Date or Period prior to May 6, 2008

  Average Stock
Price Ratio

Last five years   0.1259
Last two years   0.0853
Last twelve months   0.0432
Last six months   0.0425
Last three months   0.0413
Last 30 days   0.0353
DG FastChannel / Enliven merger agreement   0.0510

        Needham noted that the exchange ratio pursuant to the merger agreement of 0.051 was higher than the average stock price ratios for the prior 30 days, three months, six months and 12 months.

        Contribution Analysis.    Needham reviewed and analyzed the implied pro forma enterprise value contribution of each of Enliven and DG FastChannel to the pro forma combined operating results for calendar year 2007 and the pro forma estimated combined operating results for calendar year 2008 and calendar year 2009. Needham also noted the implied percentage contribution of each of Enliven and DG FastChannel to the pro forma combined balance sheet as of March 31, 2008. In calculating the pro forma estimated combined operating results, Needham used financial forecasts prepared by Enliven and DG FastChannel management and assumed no cost savings or other synergies.

        Needham reviewed, among other things, the implied percentage contributions to pro forma combined revenues, gross profit, earnings before interest, taxes, depreciation and amortization, or EBITDA, earnings before interest and taxes, or EBIT, and earnings before taxes, or EBT.

        The following tables present the results of this analysis and the implied pro forma enterprise value contribution of each of Enliven and DG FastChannel, based on the merger consideration formula set forth in the merger agreement, and using the treasury stock method to calculate the number of shares

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of post-merger DG FastChannel common stock outstanding after taking into account outstanding options and warrants.

 
  Implied Actual/Estimated
Percentage Contribution

 
 
  DG FastChannel
  Enliven
 
Pro forma combined revenues          
  2007   83.9 % 16.1 %
  2008 estimate   81.7 % 18.3 %
  2009 estimate   79.5 % 20.5 %
Pro forma combined gross profit          
  2007   85.3 % 14.7 %
  2008 estimate   82.1 % 17.9 %
  2009 estimate   81.1 % 18.9 %
Pro forma combined EBITDA          
  2007   100.0 % 0.0 %
  2008 estimate   100.0 % 0.0 %
  2009 estimate   97.9 % 2.1 %
Pro forma combined EBIT          
  2007   100.0 % 0.0 %
  2008 estimate   100.0 % 0.0 %
  2009 estimate   100.0 % 0.0 %
Pro forma combined EBT          
  2007   100.0 % 0.0 %
  2008 estimate   100.0 % 0.0 %
  2009 estimate   100.0 % 0.0 %

        The results of the contribution analysis are not necessarily indicative of the contributions that the respective businesses may have in the future.

        Based on the exchange ratio, and based on DG FastChannel's and Enliven's March 31, 2008 cash and debt balances, each of Enliven and DG FastChannel represent 21.3% and 78.7% respectively of the combined pro forma enterprise value. Needham noted that Enliven's contribution to the combined pro forma enterprise value was greater than its contributions for each of the above-referenced five measures in each of the above-referenced time periods.

        Pro Forma Transaction Analysis.    Needham prepared pro forma analyses of the financial impact of the merger based on the merger consideration and estimated financial results of Enliven and DG FastChannel for the 2008 and 2009 calendar years, estimated transaction fees and assumed cost savings and other synergies resulting from the merger. The estimated financial results, transaction fees, cost savings and revenue and other synergies were based upon Enliven's and DG FastChannel's respective management estimates. While the actual operating or financial results achieved by the combined entity may vary from estimated results, and these variations may be material, Needham noted that, based upon these projections and assumptions, the merger would be dilutive to the estimated earnings per share of DG FastChannel for the 2008 and 2009 calendar years.

        Selected Company Analysis.    Using publicly available information, Needham compared selected historical and projected financial and market data ratios for Enliven to the corresponding publicly available data and ratios of certain publicly traded companies that Needham deemed relevant because they have lines of businesses that are similar to Enliven's line of business. These companies, referred to as the selected companies, consisted of the following:

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The table below sets forth information concerning the following multiples for the selected companies and for Enliven:

Needham also compared, for the selected companies,

but determined that these comparisons were not meaningful because of Enliven's negative EBITDA for the last 12 months and for projected 2008; and Enliven's negative earnings per share for the last 12 months, projected 2008 and projected 2009.

        For purposes of the selected contribution, pro forma transaction and selected company analyses, the terms transaction value and market value represent the value, or implied value based upon the merger consideration or exchange ratio, of the relevant company's common equity, and the terms aggregate transaction value and enterprise value represent, with respect to the relevant company, market value plus debt, less cash.

        Needham used publicly available financial estimates for the estimated data for the selected companies. Needham calculated multiples for the selected companies based on the closing stock prices

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of those companies on May 6, 2008, and for Enliven based the exchange ratio of 0.051 shares of DG FastChannel common stock for each share of Enliven common stock.

 
  Selected Companies
   
 
  High
  Low
  Mean
  Median
  Enliven
Enterprise value to LTM revenues   9.8x   0.2x   3.8x   2.7x   5.1x
Enterprise value to estimated calendar 2008 revenues   7.9x   0.2x   3.0x   2.5x   3.5x
Enterprise value to estimated calendar 2009 revenues   6.2x   0.2x   2.5x   2.2x   2.9x
Enterprise value to estimated calendar 2009 EBITDA   20.2x   4.2x   10.2x   9.0x   90.8x

        Needham noted that the multiples for Enliven were greater than both the mean and median with respect to each of the above four measures.

        Selected Transaction Analysis.    Needham analyzed publicly available financial information for the following selected merger and acquisition transactions, which represent transactions completed between January 1, 2005 and May 6, 2008 that involved targets that were online marketing services companies.

Target

  Acquirer
KnowledgeStorm, Inc.    TechTarget, Inc.
Visual Science, Inc.    Omniture, Inc.
Cityfeet.com, Inc.    LoopNet, Inc.
Corsis Technology Group II LLC   The Street.com, Inc.
MeziMedia, Inc.    ValueClick, Inc.
Kasamba, Inc.    LivePerson, Inc.
aQuantive, Inc.    Microsoft Corp.
24/7 Real Media, Inc.    WPP Group, PLC
Right Media, Inc.    Yahoo!, Inc.
Jumpstart Automotive Media, Inc.    Lagardere SCA
Hitwise, Inc.    Experian Group Ltd.
DoubleClick, Inc.    Google, Inc.
Allyes AdNetwork   Focus Media Holding Ltd.
Digitas, Inc.    Publicis Groupe SA
VitalStream Holdings, Inc.    Internap Network Services Corp.
RenovationExperts.com   Website Pros, Inc.
1ShoppingCart.com   Website Pros, Inc.
FastClick, Inc.    ValueClick, Inc.
Web Marketing Holdings, Inc.    ValueClick, Inc.
Shopping.com Ltd.    eBay, Inc.
LowerMyBills.com, Inc.    Great Universal Stores, PLC
DoubleClick, Inc.    Hellman & Friedman, LLC
HealthCentersOnline, Inc.    iVillage, Inc.
Ciao GmbH   Greenfield Online, Inc.
Digital Impact, Inc.    Acxiom Corp.

In examining the selected transactions, Needham analyzed, for the selected transactions and for the Enliven/DG FastChannel merger, aggregate transaction value as a multiple of LTM revenues.

        Needham also compared, for the selected transactions, aggregate transaction value as a multiple of LTM EBITDA, but determined that this comparison was not meaningful because of Enliven's negative EBITDA for the last 12 months.

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        Needham calculated multiples for Enliven based on the implied merger consideration of $0.98 per share. The following table sets forth information concerning the multiples for the selected transactions.

 
  Selected Transactions
   
 
  Enliven/
DG FastChannel
Merger

 
  Maximum
  Minimum
  Mean
  Median
Aggregate transaction value to LTM revenues   24.4x   1.4x   5.2x   3.4x   5.1x

        Needham noted that the multiple for Enliven was greater than the median and consistent with the mean of the multiples of the selected transactions.

        Needham analyzed publicly available financial information for the following selected merger and acquisition transactions, which represent transactions closed between January 1, 2006 and May 7, 2008 with an aggregate transaction value between $10 million and $1 billion that involved targets that were technology and technology-enabled services companies and in which the consideration was 100% stock.

Target

  Acquirer
AMIS Holdings, Inc.    ON Semiconductor Corp.
Bioscrypt, Inc.    L-1 Identity Solutions, Inc.
Traffix, Inc.    New Motion, Inc.
Sipex Corp.    Exar, Corp.
VitalStream Holdings, Inc.    Internap Network Services Corp.
McData Corp.    Brocade Communications Systems, Inc.
Pemstar, Inc.    Benchmark Electronics, Inc.
International Displayworks, Inc.    Flextronics International Ltd.
Micro Linear Corp.    Sirenza Microdevices, Inc.
Identix, Inc.    Viisage Technology, Inc.
Lexar Media, Inc.    Micron Technology, Inc.
eCOST.com, Inc.    PFSweb, Inc.

In examining the selected transactions, Needham analyzed:

        Needham calculated premiums for Enliven based on the exchange ratio of 0.051 share of DG FastChannel common stock for each share of Enliven common stock. The following table sets forth information concerning the stock price premiums in the selected transactions and the stock price premiums implied by the merger.

 
  Selected Transactions
   
 
 
  DG FastChannel /
Enliven Merger

 
 
  High
  Low
  Mean
  Median
 
One-day stock price premium   122.4 % (9.2 )% 32.1 % 25.0 % 34.8 %
Five-day stock price premium   118.3 % (10.7 )% 30.2 % 24.4 % 35.0 %
Thirty-day stock price premium   115.2 % (12.2 )% 29.6 % 29.5 % 27.8 %

        Needham noted that while the 30-day stock price premium for Enliven was less than the mean and median multiples for the selected transactions, the one- and five-day stock price premiums for Enliven were greater than both the mean and median multiples for the selected transactions.

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        No company, transaction or business used in the "Selected Company Analysis" or the "Selected Transaction Analysis" is identical to Enliven, DG FastChannel or the merger. Accordingly, an evaluation of the results of these analyses is not entirely mathematical; rather, it involves complex considerations and judgments concerning differences in the financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the selected companies or selected transactions or the business segment, company or transaction to which they are being compared.

        Other Analyses.    In rendering its opinion, Needham considered various other analyses in addition to the material financial analyses summarized above, including a history of trading prices for Enliven and DG FastChannel common stock.

        The summary set forth above does not purport to be a complete description of the analyses performed by Needham in connection with the rendering of its opinion. The preparation of a fairness opinion is a complex analytical process involving various determinations as to the most appropriate and relevant quantitative and qualitative methods of financial analyses and the application of those methods to the particular circumstances and, therefore, such an opinion is not readily susceptible to summary description. Accordingly, Needham believes that its analyses must be considered as a whole and that selecting portions of its analyses or the factors it considered, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying its analyses and opinion. Needham did not attribute any specific weight to any factor or analysis considered by it. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis.

        In performing its analyses, Needham made numerous assumptions with respect to industry performance, general business and economic and other matters, many of which are beyond the control of Enliven and DG FastChannel. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable. Additionally, analyses relating to the values of businesses or assets do not purport to be appraisals or necessarily reflect the prices at which businesses or assets may actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, these analyses and estimates are inherently subject to substantial uncertainty. Needham's opinion and related analyses were only one of many factors considered by Enliven's board of directors in its evaluation of the proposed merger and should not be viewed as determinative of the views of Enliven's board of directors or management with respect to the merger consideration or the merger.

        Under the terms of its engagement letter with Needham, Enliven has paid Needham a nonrefundable fee of $250,000 for rendering the Needham opinion and will pay Needham a $1,250,000 fee for financial advisory services upon consummation of the transactions contemplated by the merger agreement. Whether or not the merger is consummated, Enliven has agreed to reimburse Needham for its out-of-pocket expenses and to indemnify Needham against certain liabilities relating to or arising out of services performed by Needham as financial advisor to Enliven. In the event the merger is not consummated and Enliven is paid a break-up, termination or similar fee by DG FastChannel, Enliven has agreed to pay Needham a fee equal to 20% of such break-up, termination or other similar fee, if any, payable in cash promptly following receipt thereof. In the event the DG FastChannel merger is not consummated and an alternative business combination is consummated during the period that Needham is retained as financial advisor to Enliven or within nine months thereafter, Enliven has agreed to pay Needham fees for financial advisory services equal to the greater of 2.0% of the aggregate purchase price paid in the alternative business combination or $750,000, payable in cash upon the closing of the transaction. The amount of the fee due Needham in the alternative business combination would be reduced by the amount of the break-up, termination or other similar fee, if any, paid to Needham in connection with the DG FastChannel merger. Needham would also receive a fee of $250,000 for any opinion rendered with respect to any such alternative business combination.

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        Needham is a nationally recognized investment banking firm. As part of its investment banking services, Needham is regularly engaged in the evaluation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of securities, private placements and other purposes. Needham was retained to act as Enliven's financial advisor in connection with the merger based on Needham's experience as a financial advisor in mergers and acquisitions as well as Needham's familiarity with Enliven and similarly situated technology companies. Needham has in the past provided and may in the future provide investment banking and financial advisory services to Enliven and DG FastChannel unrelated to the proposed merger, for which services Needham has received and expects to receive compensation. Needham has had no investment banking relationship with DG FastChannel during the past two years. In the normal course of its business, Needham may actively trade the equity securities of Enliven or DG FastChannel for its own account or for the account of its customers and, therefore, may at any time hold a long or short position in these securities.


Interests of Enliven's Directors and Executive Officers in the Merger

        In considering the recommendations of the Enliven board of directors with respect to its approval of the merger agreement, Enliven's stockholders should be aware that Enliven's executive officers and directors have interests in the merger that are different from, or in addition to, those of Enliven stockholders generally. These factors are discussed below.

        Stock Options.    In the merger, all unexercised and unexpired options to purchase shares of Enliven common stock then outstanding under any stock option plan of Enliven, including the 1995 Nonstatutory Stock Option Plan, the 1995 Director Option Plan, the 1996 Nonstatutory Stock Option Plan and the 2006 Equity Incentive Plan and any other plan, agreement or arrangement, which we refer to collectively as the Enliven stock option plans, whether or not then exercisable, will be assumed by DG FastChannel. Each option to purchase shares of Enliven common stock so assumed by DG FastChannel under the merger agreement will continue to have, and be subject to, the same terms and conditions as set forth in the Enliven stock option plan applicable to such option to purchase shares of Enliven common stock so assumed by DG FastChannel and any agreements thereunder immediately prior to the merger, except that (A) each option to purchase shares of Enliven common stock so assumed by DG FastChannel will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of DG FastChannel common stock equal to the product of the number of shares of Enliven common stock that were issuable upon exercise of such option to purchase shares of Enliven common stock assumed by DG FastChannel immediately prior to the merger multiplied by the exchange ratio, rounded down to the nearest whole number of shares of DG FastChannel common stock, and (B) the per share exercise price for the shares of DG FastChannel common stock issuable upon exercise of such option to purchase shares of Enliven common stock so assumed by DG FastChannel will be equal to the quotient determined by dividing the exercise price per share of Enliven common stock at which such option to purchase shares of Enliven common stock so assumed by DG FastChannel was exercisable immediately prior to the effective time of the merger by the exchange ratio, rounded up to the nearest whole cent. Continuous employment with Enliven or its subsidiaries will be credited to the option holder for purposes of determining the vesting of all options to purchase shares of Enliven common stock assumed by DG FastChannel after the completion of the merger.

        In addition, options to purchase shares of Enliven common stock (or then options to purchase shares of DG FastChannel common stock) held by certain executive officers of Enliven as described below become 100% vested upon an involuntary termination of employment or resignation for good reason within one year following a change in control, and such options will be fully exercisable for up to three months following any such termination. For these purposes, "change in control" is defined in a manner that includes the consummation of the merger. The treatment of outstanding options to

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purchase shares of Enliven common stock held by Enliven's Chief Executive Officer, Chief Financial Officer and Executive Vice President and General Counsel are described below under "Employment Agreements."

        Employment Agreements.    The consummation of the merger will constitute a "change in control" as defined in the employment agreements between Enliven and each of Patrick Vogt, Christopher Duignan and Andrew Graf.

        Patrick Vogt, Enliven's President and Chief Executive Officer and a member of Enliven's board of directors entered into an employment agreement with Enliven, dated August 25, 2005 for a term ending on December 31, 2009. The employment agreement provides that if Mr. Vogt's employment is terminated by Enliven without cause or by Mr. Vogt for good reason, Mr. Vogt is entitled to receive an amount equal to his base salary and all options to purchase shares of Enliven common stock issued to Mr. Vogt would immediately vest and become exercisable for the period ending on the earlier of the seventh anniversary of the grant date or the third anniversary of the date Mr. Vogt's employment was terminated. In addition, if Mr. Vogt's employment is terminated within one year following a "change in control" of Enliven, in lieu of the severance payments described above, Mr. Vogt would be entitled to receive a lump sum equal to two times his base salary and all options to purchase shares of Enliven common stock issued to Mr. Vogt would immediately vest and become exercisable for the period ending on the earlier of the seventh anniversary of the grant date or the third anniversary of the date Mr. Vogt's employment was terminated. Under those circumstances, Enliven will also make available all applicable health and insurance benefits for one year from the date of termination.

        Christopher Duignan, Enliven's Chief Financial Officer, entered into an employment agreement with Enliven, dated April 27, 2007. The employment agreement provides that if Mr. Duignan's employment is terminated by Enliven without cause or is terminated by Mr. Duignan for good reason, Mr. Duignan will receive salary continuation in an amount equal to his base salary and the unvested portion of all options to purchase shares of Enliven common stock held by Mr. Duignan would immediately vest and become exercisable for three months. In addition, if Mr. Duignan's employment is terminated within one year following a "change in control" of Enliven, in lieu of the severance payments described above, Mr. Duignan would be entitled to receive in a lump sum an amount equal to one times his base salary and all options to purchase shares of Enliven common stock issued to Mr. Duignan would immediately vest and become exercisable for three months. Under those circumstances, Enliven will also make available all applicable health and insurance benefits for one year from the date of termination.

        Andrew Graf, Enliven's Executive Vice President and General Counsel, entered into an employment agreement with Enliven, dated as of May 24, 2005 and effective as of June 6, 2005. The employment agreement provides that if Mr. Graf's employment is terminated by Enliven without cause or is terminated by Mr. Graf for good reason, Mr. Graf will receive salary continuation in an amount equal to his base salary and the unvested portion of all options to purchase shares of Enliven common stock held by Mr. Graf would immediately vest and become exercisable for three months. In addition, if Mr. Graf's employment is terminated within one year following a "change in control" of Enliven, in lieu of the severance payments described above, Mr. Graf will receive in a lump sum an amount equal to one times his base salary and the unvested portion of all options to purchase shares of Enliven common stock held by Mr. Graf would immediately vest and become exercisable for three months. Under those circumstances, Enliven will also make available all applicable health and insurance benefits for one year from the date of termination.

        Effect of the Merger Agreement on Employee Benefits.    The merger agreement provides that with respect to any employee benefit plan or program maintained by DG FastChannel or any of its subsidiaries in which any of the employees of Enliven will participate after the merger, DG FastChannel is required to recognize all service of the employee with Enliven or a subsidiary of

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Enliven for purposes of vacation and severance and participation in, but not for purposes of benefit accrual, any benefit plan of DG FastChannel. In addition, the merger agreement requires that for a period of one year following the merger, DG FastChannel will provide severance payments and benefits to all employees of Enliven on a basis comparable to similarly situated employees of DG FastChannel or its subsidiaries, and for purposes thereof, the employee's service with Enliven will be treated as service with DG FastChannel.

        Continued Employment with the Combined Company.    Certain of Enliven's current executive officers may be offered continued employment with the combined company after the effective time of the merger. The exact composition of the combined company's executive management following the merger has not been finalized as of the date of this Proxy Statement.

        Indemnification of Enliven's Directors and Officers.    The merger agreement provides that, from and after the effective time of the merger, subject to applicable laws, DG FastChannel will and will cause Enliven, as the surviving corporation, to assume the obligations with respect to all rights to indemnification and exculpation from liabilities, including advancement of expenses, for acts or omissions occurring at or prior to the effective time of the merger existing on May 7, 2008 in favor of past and present directors and officers of Enliven or any of its subsidiaries, as provided in Enliven's restated certificate of incorporation, as amended, and bylaws or in any written indemnification contract between such directors or officers and Enliven (in each case, as in effect on May 7, 2008). DG FastChannel also agreed that prior to the effective time of the merger they will have caused the certificate of incorporation and bylaws of the surviving corporation to reflect such provisions, and such provisions will not be amended, repealed or otherwise modified for a period of six years from the date of consummation of the merger in any manner that would adversely affect the rights of the indemnified parties thereunder.

        For a period of six years after the effective time of the merger (and for so long thereafter as any claims arising from acts or omission occurring at or prior to the effective time of the merger are being adjudicated), DG FastChannel shall cause Enliven, as the surviving corporation to provide to Enliven's past and present directors and officers an insurance and indemnification policy that provides coverage for acts or omissions occurring at or prior to the effective time of the merger that is no less favorable than Enliven's existing policy. However, in no event will the surviving corporation be required to expend more than 200% of the annual premium currently paid by Enliven for such coverage, and to the extent that the annual premium would exceed such amount, the surviving corporation shall maintain the maximum amount of coverage available for such amount (but in no event shall such coverage be less than the directors' and officers' liability insurance coverage then provided by DG FastChannel to its directors and officers). The requirement to maintain insurance may be satisfied if Enliven obtains a prepaid or "tail" policy for such six year period with respect to claims arising from facts or events that occurred on or before the effective time of the merger.

        In the event DG FastChannel or the surviving corporation (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each such case, proper provisions shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, shall assume the obligations described above.

        Directors of DG FastChannel Following the Merger.    In accordance with the merger agreement, following the merger, the size of the DG FastChannel board of directors will be increased from seven members to nine members to include two persons who are currently members of the Enliven board of directors, each of whom will serve in the class of directors whose term will expire at the DG FastChannel annual meeting of stockholders in 2010. DG FastChannel and Enliven will mutually agree, prior to the consummation of the merger, on the persons to serve as such members of the DG

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FastChannel board of directors and expect that Patrick Vogt and Harvey D. Weatherspoon will become new members of the DG FastChannel board of directors following the merger.


Voting Agreement

        As an inducement to Enliven to enter into the merger agreement, on May 7, 2008, Scott K. Ginsburg and Moon Doggie Family Partnership, L.P., affiliates of DG FastChannel, entered into a stockholder voting agreement with Enliven. Pursuant to this stockholder voting agreement, these DG FastChannel stockholders agreed to vote their shares of DG FastChannel in favor of the issuance of DG FastChannel common stock in connection with the merger. As of April 28, 2008, these stockholders owned an aggregate of 2,595,542 shares of DG FastChannel common stock, representing approximately 14.5% of the outstanding shares of DG FastChannel. For a more complete discussion of the terms and conditions of the stockholder voting agreement, see "ADDITIONAL AGREEMENTS—Voting Agreement" beginning on page 91.


Certain Fees Associated with the Merger

        Generally, all fees and expenses incurred in connection with the merger agreement and the transactions contemplated by the merger agreement will be paid by the party incurring those expenses, subject to the specific exceptions discussed in this document. Upon termination of the merger agreement under specified circumstances, DG FastChannel may be required to reimburse Enliven for certain expenses up to $300,000 and Enliven may be required to pay to DG FastChannel a termination fee and reimburse DG FastChannel for certain expenses up to $300,000 (subject to offset in the event a termination fee is paid to DG FastChannel). See "THE MERGER—Fees and Expenses" for a discussion of the circumstances under which a termination fee will be paid and expenses will be reimbursed.


Accounting Treatment

        The merger will be accounted for by DG FastChannel using the "purchase" method of accounting, in accordance with GAAP. Under this method of accounting, the aggregate consideration paid by DG FastChannel in connection with the merger, together with the direct costs of the merger, will be allocated to Enliven's tangible and intangible assets and liabilities based on their fair market values, with any excess being treated as goodwill. Acquired intangible assets are expected to be amortized on a straight-line basis over periods ranging from four to 20 years. The assets and liabilities and results of operations of Enliven will be consolidated into the results of operations of DG FastChannel as of the effective date of the merger.


Regulatory Approvals

        Under the HSR Act, the merger may not be consummated unless DG FastChannel and Enliven have made the necessary filings with the Antitrust Division of the U.S. Department of Justice, which we refer to herein as the Antitrust Division, and the Federal Trade Commission, or FTC, and the applicable waiting period has expired. DG FastChannel and Enliven filed pre-merger notifications under the HSR Act with the Antitrust Division and the FTC on June 16, 2008, and early termination of the waiting period was granted on June 30, 2008.

        The FTC and the Antitrust Division frequently scrutinize the legality under the antitrust laws of transactions like the merger. At any time before or after the completion of the merger, the FTC or the Antitrust Division could take any action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the merger, restructuring the transaction or seeking the divestiture of substantial assets of DG FastChannel and Enliven. In addition,

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certain private parties, as well as state attorneys general and other antitrust authorities, may challenge the transaction under antitrust laws under certain circumstances.

        While DG FastChannel and Enliven believe that the completion of the merger will not violate any antitrust laws, there can be no assurance that a challenge to the merger on antitrust grounds will not be made, or, if such a challenge is made, what the result will be.

        In addition, DG FastChannel must comply with applicable federal and state securities laws and the rules and regulations of the Nasdaq Global Market in connection with the issuance of shares of DG FastChannel common stock in the merger and the filing of this joint proxy statement/prospectus with the SEC. Enliven must comply with the applicable federal and state securities laws and the regulations of the Nasdaq Capital Market in connection with the merger and the filing of this joint proxy statement/prospectus with the SEC.


Resales of DG FastChannel Common Stock Issued in Connection with the Merger

        The shares of DG FastChannel common stock to be issued in connection with the merger will be registered under the Securities Act of 1933, as amended, or Securities Act, and will be freely transferable.


Listing on the Nasdaq Global Market of DG FastChannel Shares Issued Pursuant to the Merger

        DG FastChannel will use its reasonable best efforts to cause the shares of DG FastChannel common stock to be issued, and those required to be reserved for issuance, in connection with the merger to be approved for listing on the Nasdaq Global Market prior to the completion of the merger, subject to official notice of issuance.


Delisting and Withdrawing from Registration of Enliven Common Stock After the Merger

        If the merger is completed, Enliven common stock will be de-listed from the Nasdaq Capital Market and withdrawn from registration under the Securities Exchange Act of 1934, as amended, or Exchange Act. In addition, Enliven will cease to be a reporting company under the Exchange Act.


No Appraisal Rights

        Neither DG FastChannel stockholders nor Enliven stockholders are entitled to dissenters' rights of appraisal for their shares under Delaware law in connection with the merger.

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

        The following is a summary of the material U.S. federal income tax consequences of the merger applicable to DG FastChannel, merger sub, DG FastChannel stockholders, Enliven stockholders and holders of warrants to purchase Enliven common stock. This discussion is based upon the Internal Revenue Code, or the Code, U.S. Department of the Treasury, or Treasury, regulations, judicial authorities, published positions of the Internal Revenue Service, or the IRS, and other applicable authorities, all as currently in effect and all of which are subject to change or differing interpretations (possibly with retroactive effect). This discussion is limited to U.S. Holders (as defined below) that hold their shares of Enliven common stock as capital assets for U.S. federal income tax purposes. This discussion does not address all of the tax consequences that may be relevant to a particular Enliven stockholder or to Enliven stockholders that are subject to special treatment under U.S. federal income tax laws, such as, for example:

        If a partnership or other entity taxed for U.S. federal income tax purposes as a partnership holds Enliven common stock, the tax treatment of a partner in the partnership generally will depend upon the status of the partner and the activities of the partnership. Partnerships and partners in such a partnership should consult their tax advisers about the tax consequences of the merger to them.

        This discussion does not address the tax consequences of the merger under state, local or foreign tax laws. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax consequences set forth below.

        Holders of Enliven common stock are urged to consult with their own tax advisors as to the tax consequences of the merger in their particular circumstances, including the applicability and effect of the alternative minimum tax and any state, local or foreign and other tax laws and of changes in those laws.

        For purposes of this section, the term "U.S. Holder" means a beneficial owner of Enliven common stock that for U.S. federal income tax purposes is:

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Tax Consequences of the Merger Generally

        DG FastChannel and Enliven intend the merger to qualify as a reorganization within the meaning of Section 368(a) of the Code and each has covenanted not to take any action that would prevent the merger from qualifying as a reorganization. It is a condition to Enliven's obligation to complete the merger that Enliven receive a written opinion of its counsel, Milbank, Tweed, Hadley & McCloy LLP, to the effect that (a) the merger will be treated as a reorganization within the meaning of Section 368(a) of the Code and (b) the holders of shares of Enliven common stock will recognize no gain or loss on the exchange of those shares of Enliven common stock for shares of DG FastChannel common stock, except to the extent those holders realize gain in respect of the receipt of cash in lieu of fractional shares, and the holders of warrants to purchase shares of Enliven common stock will recognize no gain or loss on the conversion of those warrants to purchase shares of Enliven common stock into warrants to purchase shares of DG FastChannel common stock. In rendering this opinion, counsel will require and rely upon representations contained in letters and certificates to be received from DG FastChannel and Enliven. If the letters or certificates are inaccurate or incorrect, the conclusions reached in the opinion could be inaccurate or incorrect. In addition, the conclusions will be subject to certain qualifications and limitations as set forth in the opinion.

        The opinion will not be binding on the IRS. Neither DG FastChannel nor Enliven intends to request any ruling from the IRS as to the U.S. federal income tax consequences of the merger. Consequently, no assurance can be given that the IRS will not assert, or that a court would not sustain, a position contrary to any of those set forth below or in the opinion. In addition, if any of the representations or assumptions upon which the opinion is based is inconsistent with the actual facts, the U.S. federal income tax consequences of the merger could be adversely affected.

        Assuming that, in accordance with the opinion, the merger qualifies as a reorganization within the meaning of Section 368(a) of the Code, then, except as provided below with respect to cash received in lieu of fractional shares, a U.S. Holder will not recognize any gain or loss as a result of the receipt of shares of DG FastChannel common stock pursuant to the merger.

Cash Received in Lieu of Fractional Shares

        A U.S. Holder that receives cash in lieu of a fractional share of DG FastChannel common stock in the merger will generally be treated as having received the fractional share and then as having received the cash in redemption of the fractional share interest. A U.S. Holder generally will recognize gain or loss measured by the difference between the amount of cash received and the portion of the basis of the shares of Enliven common stock surrendered by the U.S. Holder in the merger allocable to the fractional interest. Such gain or loss generally will constitute capital gain or loss and will be long-term capital gain or loss if the U.S. Holder's holding period in the Enliven common stock exchanged therefor was greater than one year as of the date of the merger.

Tax Basis and Holding Period

        A U.S. Holder's aggregate tax basis in the DG FastChannel common stock received in the merger will equal the stockholder's aggregate tax basis in Enliven common stock surrendered in the merger reduced by any tax basis in such Enliven common stock that is allocable to a fractional share of DG FastChannel common stock for which cash is received. The holding period for the shares of

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DG FastChannel common stock received by a U.S. Holder of Enliven common stock in the merger generally will include the holding period for the shares of Enliven common stock exchanged therefor.

Reporting Requirements

        A U.S. Holder who receives DG FastChannel common stock as a result of the merger will be required to retain records pertaining to the merger. Each U.S. Holder who is required to file a U.S. tax return and who is a "significant holder" that receives DG FastChannel common stock will be required to file a statement with such holder's U.S. federal income tax return setting forth such holder's basis in Enliven common stock and the fair market value of the DG FastChannel common stock received in the merger. A "significant holder" is a U.S. Holder, who, immediately before the merger, owned at least 5% of the outstanding stock of Enliven.

Backup Withholding

        If you are a non-corporate U.S. Holder of Enliven common stock you may be subject to information reporting and backup withholding on any cash payments you receive. You will not be subject to backup withholding, however, if you furnish a correct taxpayer identification number and certify that you are not subject to backup withholding on the substitute Form W-9 or successor form included in the election form/letter of transmittal to be supplied by DG FastChannel or its agent promptly after completion of the merger, or you are otherwise exempt from backup withholding. Any amounts withheld from payments to you under the backup withholding rules are not an additional tax, and will be allowed as a refund or credit against your U.S. federal income tax liability, provided you furnish the required information to the IRS.

Tax Treatment of DG FastChannel, Merger Sub and DG FastChannel Stockholders

        In connection with the merger, none of DG FastChannel, merger sub or the stockholders of DG FastChannel will recognize any gain or loss as a result of the consummation of the merger.

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COMBINED COMPANY UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS

        Under the terms of the merger agreement, the holders of Enliven common stock will receive 0.051 of a share of DG FastChannel common stock for each share of Enliven common stock, and as a result, after the merger, holders of Enliven common stock immediately prior to the merger (other than DG FastChannel and its affiliates) will own approximately 20% of the combined company and the holders of DG FastChannel common stock immediately prior to the merger will collectively own approximately 80% of the combined company.

        DG FastChannel will be the parent of Enliven, and will be the surviving registrant following the merger. On the date of the merger, the assets and liabilities of Enliven will be recorded at their estimated fair values.

        The combined company unaudited pro forma condensed consolidated financial statements give effect to the merger as if the transaction had occurred on June 30, 2008 for purposes of the combined company unaudited pro forma condensed consolidated balance sheet, and on January 1, 2007 for purposes of the combined company unaudited pro forma condensed consolidated statements of income for the year ended December 31, 2007, and the six months ended June 30, 2008.

        The combined company unaudited pro forma condensed consolidated balance sheet and statements of income do not purport to represent what the financial position or results of operations actually would have been if the merger had occurred as of such dates, or what such results will be for any future periods.

        The combined company unaudited pro forma condensed consolidated financial statements are derived from the historical financial statements of DG FastChannel and Enliven and the assumptions and adjustments described in the accompanying notes. The pro forma adjustments are based on preliminary estimates and assumptions that DG FastChannel believes are reasonable under the circumstances. Transactions between DG FastChannel and Enliven were not material for all periods presented. The preliminary allocation of the estimated purchase price to the assets and liabilities of Enliven reflects the assumption that assets and liabilities are carried at historical amounts which approximate fair values except for certain purchased intangible assets which have been included at their estimated fair values. A thorough valuation of the purchased intangibles has not been performed. The value of the purchased intangibles included in the combined company unaudited pro forma condensed consolidated financial statements are based on estimates. DG FastChannel determined these estimates by applying a ratio of intangibles-to-purchase price, based on other recently completed acquisitions. The actual allocation of the purchase price may differ materially from that reflected in the combined company unaudited pro forma condensed consolidated financial statements after a more extensive review of the fair value of the assets and liabilities is completed. The combined company unaudited pro forma financial information should be read in conjunction with the historical financial statements and the accompanying notes thereto of DG FastChannel and Enliven incorporated herein by reference in the joint proxy statement/prospectus. The combined company unaudited pro forma condensed consolidated financial statements do not reflect any cost savings, restructuring charges or other economic efficiencies nor debt refinancing which may result from the merger.

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COMBINED COMPANY UNAUDITED PRO FORMA CONDENSED

CONSOLIDATED BALANCE SHEET

JUNE 30, 2008

 
  Historical
DG FastChannel

  Historical
Enliven

  Subtotal
  Pro Forma
Adjustments

  Pro Forma
Combined

 
Cash   $ 27,017   $ 1,644   $ 28,661     (2,000 )(1) $ 26,661  
Accounts receivable, net     28,148     5,872     34,020         34,020  
Deferred income taxes     1,756         1,756         1,756  
Prepaid expenses and current assets     3,885     431     4,316         4,316  
   
 
 
 
 
 
Total current assets     60,806     7,947     68,753     (2,000 )   66,753  
Property and equipment, net     32,145     2,392     34,537         34,537  
Long term investments     10,633         10,633     (10,633 )(1)    
Goodwill     189,225     15,103     204,328     52,363 (2)   256,691  
Deferred income taxes     676         676     (676) (1)(2)(4)    
Intangibles, net     99,271     7,735     107,006     25,478 (2)   132,484  
Other noncurrent assets     5,347     521     5,868         5,868  
   
 
 
 
 
 
Total assets   $ 398,103   $ 33,698   $ 431,801   $ 64,532   $ 496,333  
   
 
 
 
 
 
Liabilities and stockholders' equity                                
Current liabilities:                                
Accounts payable and accrued liabilities   $ 17,409   $ 3,154   $ 20,563       $ 20,563  
Deferred revenue     2,643     273     2,916         2,916  
Other current liabilities         868     868     (92 )(1)(A)   776  
Current portion of long-term debt and capital leases     20,468     389     20,857         20,857  
   
 
 
 
 
 
Total current liabilities     40,520     4,684     45,204     (92 )   45,112  

Long-term debt and capital leases

 

 

159,420

 

 

4,108

 

 

163,528

 

 


 

 

163,528

 
Other long-term liabilities     350     8,115     8,465     (4,999 )(1)(A)   3,466  
Deferred income taxes                 10,619 (4)   10,619  
   
 
 
 
 
 
Total liabilities     200,290     16,907     217,197     5,528     222,725  

Stockholders' equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Capital stock     368,888     320,484     689,372     (240,883 )(1)(3)   448,489  
Accumulated deficit     (173,630 )   (302,683 )   (476,313 )   302,683 (3)   (173,630 )
Treasury stock, at cost     (853 )   (1,015 )   (1,868 )   1,015 (3)   (853 )
Accumulated other comprehensive income/(loss)     3,408     5     3,413     (3,811 )(1)   (398 )
   
 
 
 
 
 
Total stockholders' equity     197,813     16,791     214,604     59,004     273,608  
   
 
 
 
 
 
Total liabilities and shareholders' equity   $ 398,103   $ 33,698   $ 431,801   $ 64,532   $ 496,333  
   
 
 
 
 
 

Pro Forma Adjustments

(1)   Records the estimated purchase price for Enliven as follows:        

 

 

Cash paid for direct costs of the acquisition

 

$

2,000

 
    DG FastChannel's long-term investment in Enliven     10,633  
    Less: Reversal of accumulated other comprehensive income related to unrealized gains on Enliven investment     (3,806 )
    Less: Reversal of deferred taxes related to unrealized gains on Enliven investment     (1,991 )
    Fair value of stock issued     79,602 (B)
       
 
    Total estimated purchase price   $ 86,438  

(2)

 

Eliminates historical goodwill and allocates the purchase price as follows:

 

 

 

 

 

 

Net tangible assets/(liabilities)

 

$

(956)

(C)
    Estimated intangible assets:        
        – Customer relationships     27,792  
        – Tradename     4,998  
        – Technology and other     423  
    Deferred taxes     (13,285 )
    Goodwill     67,466  
       
 
    Total purchase price   $ 86,438  

(3)

 

Eliminates historical Enliven equity in consolidation.

 

 

 

 

(4)

 

Reclassifies deferred taxes.

 

 

 

 

Notes

(A)
As of June 30, 2008 Enliven had recorded a liability in the amount of $5,091 related to warrants issued to shareholders which were accounted for as derivative instruments. DG FastChannel, a holder of Enliven warrants also accounted for as derivative instruments, had recorded an asset in the amount of $1,496. Pro Forma Adjustment 1 above removes $1,496 of the derivative from the combined company's balance sheet, as an inter-company elimination. The remaining $3,595 of

71


(B)
DG FastChannel estimated the fair value of stock to be issued based on the average closing price of its stock during the period of May 6, 2008 through May 12, 2008, which is two days prior to and subsequent to the date the acquisition was announced, multiplied by the estimated shares to be issued of 4,505.

(C)
The fair value of tangible net assets acquired from Enliven is based on their book value as of June 30, 2008, which DG FastChannel believes approximates their fair value (with the exception of the liability derivative which is estimated to have no fair value after the acquisition; see Note A above). The amount is calculated as follows: Total assets of Enliven, less Goodwill and Intangibles, less Total liabilities, plus $5,091, the book value of Enliven's liability derivative instrument, the fair value of which is assumed to be zero.

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COMBINED COMPANY UNAUDITED PRO FORMA CONDENSED

CONSOLIDATED STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 2007

(in thousands, except per share amounts)

 
  Historical
   
   
   
 
   
  Pro Forma
Adjustments

  Pro Forma
Combined

 
  DG FastChannel
  Enliven
  Subtotal
Revenues   $ 97,687   $ 18,731   $ 116,418         $ 116,418
Costs and expenses:                              
  Cost of revenues     41,589     9,068     50,657           50,657
  Selling, general and administrative     24,181     17,214     41,395           41,395
  Depreciation and amortization     12,865     2,060     14,925     3,245 (1)   18,170
   
 
 
 
 
  Total costs and expenses     78,635     28,342     106,977     3,245     110,222
   
 
 
 
 
  Income (loss) from operations     19,052     (9,611 )   9,441     (3,245 )   6,196
  Unrealized loss (gain) on derivative     (1,707 )   3,318     1,611     (1,611 )(2)  
  Interest expense and other, net     2,388     543     2,931         2,931
   
 
 
 
 
  Total other (income) expense     681     3,861     4,542     (1,611 )   2,931
   
 
 
 
 
Net income (loss) before provision for income taxes from continuing operations     18,371     (13,472 )   4,899     (1,634 )   3,265

Provision (benefit) for income taxes

 

 

7,501

 

 

52

 

 

7,553

 

 

(6,094

)
(4)

 

1,459
   
 
 
 
 
Net income (loss) from continuing operations   $ 10,870   $ (13,524 ) $ (2,654 ) $ 4,460   $ 1,806
   
 
 
 
 

Basic net income (loss) per common share from continuing operations

 

$

0.65

 

$

(0.17

)

 

 

 

 

 

 

$

0.09

Diluted net income (loss) per common share from continuing operations

 

$

0.64

 

$

(0.17

)

 

 

 

 

 

 

$

0.08

Basic weighted average common shares outstanding

 

 

16,631

 

 

80,779

 

 

97,410

 

 

(76,274

)
(3)

 

21,136
Diluted weighted average common shares outstanding     17,096     80,779     97,875     (76,274 )(3)   21,601

Pro Forma Adjustments

(1)
Records additional amortization expense related to purchased intangibles of $33,213 based on an assumed weighted-average seven year life. The actual useful life may be different after a more extensive valuation of the intangible assets is completed. For every $1 million change in intangible asset value, the corresponding impact to amortization expense would be $143 per year. If the estimated useful life is decreased or increased by 1 year, the corresponding annual increase or decrease to amortization expense would be approximately $800 or ($600), respectively.

(2)
Eliminates changes in fair value of warrants issued by Enliven and accounted for as derivative instruments as discussed in Note (A) on the combined unaudited pro forma condensed consolidated balance sheet as of June 30, 2008.

(3)
Eliminates Enliven's historical common shares outstanding and adds 4,505 common shares of DG FastChannel, expected to be issued in exchange for Enliven shares.

(4)
Applies an estimated federal and state combined tax rate of 40% to Enliven's net loss from continuing operations, and to the additional pro forma adjustments. No tax benefit of Enliven's net operating loss carryforwards ("NOLs") is assumed at this time. DG FastChannel will perform a detailed analysis to determine the value, if any, of Enliven's NOLs after their limitation under Section 382 of the Code is determined. The tax benefits assumed in these combined company unaudited pro forma condensed consolidated financial statements are derived from DG FastChannel's NOLs which are unaffected by the Enliven transaction.

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COMBINED COMPANY UNAUDITED PRO FORMA CONDENSED

CONSOLIDATED STATEMENT OF INCOME

FOR THE SIX MONTHS ENDED JUNE 30, 2008

(in thousands, except per share amounts)

 
  Historical
   
   
   
 
   
  Pro Forma
Adjustments

  Pro Forma
Combined

 
  DG FastChannel
  Enliven
  Subtotal
Revenues   $ 63,669   $ 10,024   $ 73,693         $ 73,693
Costs and expenses:                              
  Cost of revenues     25,808     5,295     31,103           31,103
  Selling, general and administrative     14,543     9,698     24,241           24,241
  Depreciation and amortization     7,700     2,069     9,769     523 (1)   10,292
   
 
 
 
 
  Total costs and expenses     48,051     17,062     65,113     523     65,636
   
 
 
 
 
  Income (loss) from operations     15,618     (7,038 )   8,580     (523 )   8,057
  Unrealized loss (gain) on derivative     820     (3,842 )   (3,022 )   3,022 (2)  
  Interest expense and other, net     2,608     365     2,973         2,973
   
 
 
 
 
  Total other (income) expense     3,428     (3,477 )   (49 )   3,022     2,973
   
 
 
 
 
Net income (loss) before provision for income taxes from continuing operations     12,190     (3,561 )   8,629     (3,545 )   5,084

Provision (benefit) for income taxes

 

 

4,875

 

 

12

 

 

4,887

 

 

(2,854

)(4)

 

2,033
   
 
 
 
 
Net income (loss) from continuing operations   $ 7,315   $ (3,573 ) $ 3,742   $ (691 ) $ 3,051
   
 
 
 
 

Basic net income (loss) per common share from continuing operations

 

$

0.41

 

$

(0.04

)

 

 

 

 

 

 

$

0.14

Diluted net income (loss) per common share from continuing operations

 

$

0.40

 

$

(0.04

)

 

 

 

 

 

 

$

0.13

Basic weighted average common shares outstanding

 

 

17,913

 

 

99,084

 

 

116,997

 

 

(94,579

)(3)

 

22,418
Diluted weighted average common shares outstanding     18,381     99,084     117,465     (94,579 )(3)   22,886

Pro Forma Adjustments

(1)
Records additional amortization expense related to purchased intangibles of $33,213 based on an assumed weighted-average seven year life. The actual useful life may be different after a more extensive valuation of the intangible assets is completed. For every $1 million change in intangible asset value, the corresponding impact to amortization expense would be $36 per quarter. If the estimated useful life is decreased or increased by 1 year, the corresponding quarterly increase or decrease to amortization expense would be approximately $200 or ($150), respectively.

(2)
Eliminates changes in fair value of warrants issued by Enliven and accounted for as derivative instruments as discussed in Note (A) on the combined unaudited pro forma condensed consolidated balance sheet as of June 30, 2008.

(3)
Eliminates Enliven's historical common shares outstanding and adds 4,505 common shares of DG FastChannel, expected to be issued in exchange for Enliven shares.

(4)
Applies an estimated federal and state combined tax rate of 40% to Enliven's net loss from continuing operations, and to the additional pro forma adjustments. No tax benefit of Enliven's net operating loss carryforwards ("NOLs") is assumed at this time. DG FastChannel will perform a detailed analysis to determine the value, if any, of Enliven's NOLs after their limitation under Section 382 of the Code is determined. The tax benefits assumed in these combined company unaudited pro forma condensed consolidated financial statements are derived from DG FastChannel's NOLs, which are unaffected by the Enliven transaction.

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THE MERGER AGREEMENT

        The following is a summary of the material terms of the merger agreement. This summary does not purport to describe all the terms of the merger agreement and is qualified by reference to the complete merger agreement which is attached as Appendix A to this joint proxy statement/prospectus and which we incorporate by reference into this joint proxy statement/prospectus. All stockholders of DG FastChannel and Enliven are urged to read the merger agreement carefully and in its entirety.


Explanatory Note Regarding Representations and Warranties in the Merger Agreement

        The summary of the terms of the merger agreement is intended to provide information about the material terms of the merger. The terms of the merger agreement (such as the representations and warranties) govern the contractual rights and relationships, and allocate risks, between the parties in relation to the merger. Moreover, certain representations and warranties in the merger agreement were used for the purpose of allocating risk between the parties, rather than establishing matters of fact. Accordingly, the representations and warranties in the merger agreement may not constitute the actual state of facts about DG FastChannel and Enliven. In addition, you should consider this summary of the terms of the merger agreement together with other information that DG FastChannel or Enliven has filed with the SEC.


Structure of the Merger

        The merger agreement provides for the merger of merger sub with and into Enliven. Enliven will survive the merger as a wholly owned subsidiary of DG FastChannel.


Merger Consideration

        Upon completion of the merger, each share of Enliven common stock outstanding immediately prior to the effective time of the merger (other than shares held by DG FastChannel, merger sub, a wholly owned subsidiary of DG FastChannel, in the treasury of Enliven or by a wholly owned subsidiary of Enliven) will be canceled and automatically converted into the right to receive 0.051 of a share of DG FastChannel common stock upon surrender of the certificate representing such share of Enliven common stock in the manner provided in the merger agreement.

        Neither DG FastChannel stockholders nor Enliven stockholders are entitled to dissenters' rights of appraisal of their shares under Delaware law in connection with the merger.


Fractional Shares

        No fractional shares of DG FastChannel common stock will be issued as a result of the merger. Instead, Enliven stockholders will receive cash in lieu of the issuance of any fractional shares. As promptly as practicable following the closing of the merger, the exchange agent will determine the difference between (a) the number of full shares of DG FastChannel's common stock delivered and (b) the aggregate number of full shares of DG FastChannel's common stock to be distributed to the Enliven stockholders pursuant to the merger agreement.

        The exchange agent, as agent for such holders, shall sell the excess shares at then prevailing prices on the Nasdaq Global Market. The exchange agent will determine the portion of such net proceeds to which each holder of Enliven stock is entitled, if any, by multiplying the amount of the aggregate net proceeds by a fraction, the numerator of which is the amount of the fractional share interest to which such Enliven stockholder is entitled (after taking into account all shares of DG FastChannel's common stock to be issued to such holder) and the denominator of which is the aggregate amount of fractional share interests to which all Enliven stockholders are entitled. DG FastChannel will pay all commissions, transfer taxes and other out-of-pocket transaction costs of the exchange agent incurred in connection

75



with such sale or sales of the excess shares. In addition, DG FastChannel will pay the exchange agent's compensation and expenses in connection with such sale or sales.

        All shares of Enliven common stock that are converted will be canceled and retired. Each certificate previously representing any such shares of Enliven stock outstanding immediately before the effective time of the merger shall thereafter represent the right to receive a certificate representing the shares of DG FastChannel common stock, and any cash in lieu of fractional shares, to which the holder thereof is entitled under the merger agreement. Shares of Enliven stock (a) held in the treasury of Enliven, (b) owned by DG FastChannel, merger sub or any other wholly owned subsidiary of DG FastChannel or merger sub or (c) owned by a wholly owned subsidiary of Enliven will be canceled without any payment.


Treatment of Enliven Stock Options and Warrants

        At the effective time of the merger, DG FastChannel will assume each outstanding option to purchase shares of Enliven common stock, whether vested or unvested, and convert it into an option to purchase that number of shares of DG FastChannel common stock equal to the number of shares of Enliven common stock subject to the original Enliven option immediately prior to the effective time of the merger multiplied by the exchange ratio, and rounded down to the nearest whole share. The exercise price per share for each assumed Enliven option will be equal to the exercise price per share of the original Enliven option immediately prior to the effective time of the merger divided by the exchange ratio, rounded up to the nearest whole cent. Each assumed option will be subject to all other terms and conditions, including with respect to vesting, that were applicable to the original Enliven option. As of May 7, 2008, options to purchase approximately 8,906,112 shares of Enliven common stock were outstanding.

        At the effective time of the merger, DG FastChannel will take all actions necessary to convert each unexercised and unexpired warrant to purchase shares of Enliven common stock into a warrant to purchase that number of shares of DG FastChannel common stock equal to the number of shares of Enliven common stock subject to the original Enliven warrant immediately prior to the effective time of the merger multiplied by the exchange ratio, and rounded down to the nearest whole share. The exercise price per share for each converted Enliven warrant will be equal to the exercise price per share of the original Enliven warrant immediately prior to the effective time of the merger divided by the exchange ratio, rounded up to the nearest whole cent. Each converted warrant will be subject to substantially the same terms and conditions that were applicable to the original Enliven warrant. As of May 7, 2008, warrants to purchase approximately 9,663,571 shares of Enliven common stock were outstanding.

        DG FastChannel has agreed to prepare and submit to the Nasdaq Global Market a listing application covering shares of DG FastChannel common stock to be issued in connection with the merger and to use its reasonable best efforts to cause such shares to be approved for listing on the Nasdaq Global Market prior to the effective time of the merger.


Exchange of Enliven Stock Certificates for DG FastChannel Stock Certificates

        Promptly following completion of the merger, the exchange agent for the merger will mail to each record holder of Enliven common stock a letter of transmittal and instructions for surrendering the record holder's Enliven stock certificates and common stock represented by book entry in exchange for the merger consideration and cash in lieu of any fractional shares. Only those holders of Enliven common stock who surrender their Enliven stock certificates in accordance with the exchange agent's instructions will receive:

76


        The surrendered Enliven stock certificates will be canceled at the effective time of the merger. After the effective time of the merger, outstanding Enliven stock certificates that have not been surrendered will represent only the right to receive each of the items, as the case may be, enumerated above. Following the completion of the merger, Enliven will not register any transfers of Enliven common stock on its stock transfer books. Holders of Enliven common stock should not send in their Enliven stock certificates until they receive a letter of transmittal from the exchange agent with instructions for the surrender of Enliven stock certificates.


Distributions with Respect to Unexchanged Shares

        Holders of Enliven common stock are not entitled to receive any dividends, payment in lieu of any fractional shares or other distributions on DG FastChannel common stock until the merger is completed. After the merger is completed, holders of Enliven common stock will be entitled to dividends, payment in lieu of any fractional shares and other distributions declared or made after the closing of the merger with respect to the number of whole shares of DG FastChannel common stock which they are entitled to receive upon exchange of their Enliven common stock, but they will not be paid any dividends, payment in lieu of any fractional shares or other distributions on the DG FastChannel common stock until they surrender their Enliven stock certificates to the exchange agent in accordance with the exchange agent instructions. After surrender of the certificates or book entry shares, such holders will receive any such dividends, payments in lieu of any fractional shares or other distributions to which they are entitled as cash without interest.


Lost Stock Certificates

        In the event any Enliven stock certificates have been lost, stolen or destroyed, the exchange agent shall issue in exchange for such lost, stolen or destroyed certificates, upon the making of an affidavit of that fact by the holder thereof, such shares of DG FastChannel common stock, cash for fractional shares, if any, and any dividends or distributions payable pursuant to the merger agreement; provided, however, that the exchange agent may, if requested by DG FastChannel and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificates to deliver a bond at the holder's expense in such sum as it may reasonably direct as indemnity against any claim that may be made against DG FastChannel or Enliven with respect to the certificates alleged to have been lost, stolen or destroyed.


Termination of the Exchange Fund

        At any time after the six month anniversary of the closing date of the merger, DG FastChannel may require the exchange agent to return to DG FastChannel all share certificates and cash held by the exchange agent for delivery and payment to former stockholders of Enliven pursuant to the merger agreement. Thereafter, former stockholders of Enliven may look only to DG FastChannel for any merger consideration and any cash payment related to any dividends or distributions to which they may be entitled upon surrender of their certificates representing shares of Enliven common stock.


Representations and Warranties

        The merger agreement contains representations and warranties made by DG FastChannel and Enliven regarding aspects of their respective businesses, financial condition, subsidiaries and structure, as well as other facts pertinent to the merger. The assertions embodied in the representations and warranties contained in the merger agreement are qualified by information in confidential disclosure

77



schedules provided by DG FastChannel and Enliven to each other in connection with the signing of the merger agreement. These disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the merger agreement. Moreover, certain representations and warranties in the merger agreement were used for the purpose of allocating risk between the parties, rather than establishing matters of fact. Accordingly, the representations and warranties in the merger agreement may not constitute the actual state of facts about DG FastChannel and Enliven. In addition, you should consider this summary of the terms of the merger agreement together with other information that DG FastChannel or Enliven has filed with the SEC. These representations and warranties of DG FastChannel, merger sub and Enliven in the merger agreement relate to the following subject matters:

78


        In addition, DG FastChannel and merger sub made representations and warranties to Enliven regarding:


Covenants Relating to Conduct of Business

        DG FastChannel and Enliven have each undertaken certain covenants in the merger agreement concerning the conduct of their respective businesses between the date the merger agreement was signed and the completion of the merger. The following summarizes the more significant of these covenants:

79


80


81



Other Covenants

        The merger agreement contains a number of other covenants by DG FastChannel and Enliven, including:

82


83



Indemnification and Insurance

        The merger agreement provides that, from and after the effective time of the merger, subject to applicable laws, DG FastChannel will and will cause Enliven, as the surviving corporation, to assume the obligations with respect to all rights to indemnification and exculpation from liabilities, including advancement of expenses, for acts or omissions occurring at or prior to the effective time of the merger existing on May 7, 2008 in favor of past and present directors and officers of Enliven or any of its subsidiaries, as provided in Enliven's restated certificate of incorporation, as amended, and bylaws or any in any written indemnification contract between such directors or officers and Enliven (in each case, as in effect on May 7, 2008). DG FastChannel also agreed prior to the effective time of the merger they will have caused the certificate of incorporation and bylaws of the surviving corporation to reflect such provisions, and such provisions will not be amended, repealed or otherwise modified for a period of six years from the date of consummation of the merger in any manner that would adversely affect the rights of the indemnified parties thereunder.

        For a period of six years after the effective time of the merger (and for so long thereafter as any claims arising from acts or omission occurring at or prior to the effective time of the merger are being adjudicated), DG FastChannel shall cause Enliven, as the surviving corporation to provide to Enliven's past and present directors and officers an insurance and indemnification policy that provides coverage for acts or omissions occurring at or prior to the effective time of the merger that is no less favorable than Enliven's existing policy. However, in no event will the surviving corporation be required to expend more than 200% of the annual premium currently paid by Enliven for such coverage, and to the extent that the annual premium would exceed such amount, the surviving corporation shall maintain the maximum amount of coverage available for such amount (but in no event shall such coverage be less than the directors' and officers' liability insurance coverage then provided by DG FastChannel to its directors and officers). The requirement to maintain insurance may be satisfied if Enliven obtains a prepaid or "tail" policy for such six year period with respect to claims arising from facts or events that occurred on or before the effective time of the merger.

        In the event DG FastChannel or the surviving corporation (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each such case, proper provisions shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, shall assume the obligations described above.

84



Employee Benefits

        DG FastChannel intends to provide continuing employees with employee benefits (other than equity plan benefits) that are substantially comparable in the aggregate to that provided to similarly situated employees of DG FastChannel or a subsidiary of DG FastChannel; provided, that DG FastChannel will not be in violation of the merger agreement if it provides employee benefit plans (other than equity plan benefits) that are substantially comparable in the aggregate to those provided to Enliven employees immediately prior to the effective time of the merger. For a period of one year following completion of the merger, DG FastChannel will provide severance benefits to former Enliven employees on a basis that is comparable to similarly situated employees of DG FastChannel, with such employees' service with Enliven counting as service with DG FastChannel. In addition, each continuing employee will receive credit at DG FastChannel for years of service with Enliven for purposes of vacation, severance and participation, but not benefit accruals.


No Solicitation by Enliven

        Enliven has agreed that it and its subsidiaries will not, and will not permit any of its affiliates or representatives, to the extent within it control, to do any of the following:

        However, at any time prior to obtaining Enliven stockholder approval for the merger, if Enliven receives a "superior proposal," as defined in the merger agreement and summarized below, or receives an unsolicited, bona fide acquisition proposal that the Enliven board of directors concludes in good faith, after receipt of advice of outside legal counsel and nationally recognized financial advisors, is reasonably likely to result in a superior proposal, and, in addition to the foregoing, the Enliven board of directors concludes in good faith, after receipt of advice of outside legal counsel and nationally recognized financial advisors, that it is required to take such actions in order to comply with its fiduciary obligations under applicable law, then Enliven may:

85


        An "acquisition proposal" with respect to Enliven means any offer or proposal from any person other than DG FastChannel and its affiliates concerning any:


        A "superior proposal," with respect to Enliven, means an bona fide acquisition proposal made by a third party which was not solicited by the Enliven, any Enliven subsidiary, any Enliven representatives or any other affiliates and which, in the good faith judgment of the Enliven board of directors, after consultation with nationally recognized financial advisors, taking into account, to the extent deemed appropriate by the Enliven board of directors, the various legal, financial and regulatory aspects of the proposal and the person making such proposal (A) if accepted, is reasonably likely to be consummated, and (B) if consummated would result in a transaction that is more favorable to Enliven's stockholders, taking into account, to the extent deemed appropriate by the Enliven board of directors, the various legal, financial and regulatory aspects of the proposal, than the transactions contemplated by the merger agreement.

        Enliven also agreed to notify DG FastChannel as promptly as practicable, and in no event later than 24 hours, after it receives any potential acquisition proposal, which notice shall contain the material terms of any proposal or inquiry, the identity of the person or group making the proposal or inquiry, and a copy of all written materials provided in connection with such proposal or inquiry. Enliven further agreed to keep DG FastChannel informed on a current basis of developments with respect to any acquisition proposal or inquiry.


Board Recommendations

        DG FastChannel has agreed to recommend to its stockholders the issuance of DG FastChannel common stock and Enliven has agreed to recommend to its stockholders the adoption of the merger agreement and approval of the merger.

        In response to a superior offer, however, the Enliven board of directors may withdraw or modify its recommendation in favor of the adoption of the merger agreement and approval of the merger, if all of the following conditions are met:

86


        So long as the merger agreement remains in effect, the obligation of Enliven to call, give notice of, convene and hold the special stockholders meeting pursuant to the merger agreement shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission to it of any acquisition proposal, or by any change of recommendation.


Conditions Precedent to the Merger

        The companies' respective obligations to complete the merger are subject to the satisfaction or, to the extent legally permissible, the waiver of the following conditions:

        In addition, individually, the companies' respective obligations to effect the merger are subject to the satisfaction or, to the extent legally permissible, the waiver of the following additional conditions:

87


        It is also a condition of DG FastChannel's obligations to effect the merger that the following additional conditions are satisfied or, to the extent legally permissible, waived:

        It is also a condition of Enliven's obligations to effect the merger that the following additional conditions are satisfied or, to the extent legally permissible, waived:


Termination; Amendment and Waiver

        The merger agreement may be terminated at any time prior to the completion of the merger in any of the following ways:

        By mutual written consent of Enliven and DG FastChannel.

        By either (or both) Enliven or DG FastChannel:


        By DG FastChannel:

88


        By Enliven:


Effect of Termination

        In the event of termination of the merger agreement by either DG FastChannel or Enliven, the merger agreement shall become void and there shall be no liability or obligation on the part of DG FastChannel or Enliven or their respective subsidiaries, officers or directors except with respect to the provisions relating to access to confidential information, publicity, and termination and survival. Each party also will remain liable to each other party for any willful breach of its obligations under the merger agreement prior to the termination. Additionally, if either DG FastChannel or Enliven breaches its obligations under the merger agreement and the stockholders of the breaching party have voted to approve the transactions contemplated by the merger agreement, then the non-breaching party has the right to seek and will be entitled to obtain specific performance. If the non-breaching party does not obtain specific performance, the breaching party will remain liable as if the non-breaching party had not sought specific performance.


Payment of Expenses; Termination Fee

        Enliven has agreed to pay DG FastChannel a termination fee of $3,270,465 if:

        Enliven has agreed to pay DG FastChannel's fees and expenses up to $300,000, subject to offset in the event a termination fee is also paid to DG FastChannel, if the merger agreement is terminated:

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        DG FastChannel has agreed to pay Enliven's fees and expenses up to $300,000 if the merger agreement is terminated:


Amendment and Waiver

        The merger agreement may be modified in a writing signed by the parties at any time prior to the closing date, and the terms of the merger agreement may be waived by a writing signed by the party or parties waiving compliance. No amendment or waiver may be made, however, after approval of the merger by the Enliven stockholders, if such waiver or amendment would require further stockholder approval under any law or stock exchange rule.


Material Adverse Effect

        For purposes of the merger agreement, the term "material adverse effect" when used in connection with an entity, means any change, event, violation, inaccuracy, circumstance or effect that is (A) materially adverse to the business, assets, liabilities, financial condition or results of operations of such entity taken as a whole with its subsidiaries or (B) would materially impede such entity's ability to consummate of the transactions contemplated by the merger agreement in accordance with the terms of the merger agreement and applicable legal requirements. However, none of the following alone or in combination shall be deemed to constitute, nor will any of the following be taken into account in determining whether there has been or will be, a material adverse effect:

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ADDITIONAL AGREEMENTS

Voting Agreement

        As an inducement to Enliven to enter into the merger agreement, on May 7, 2008, Scott K. Ginsburg and Moon Doggie Family Partnership, L.P. entered into a stockholder voting agreement with Enliven. Pursuant to this stockholder voting agreement, as further described below, these DG FastChannel stockholders agreed to vote their shares of DG FastChannel in favor of the issuance of DG FastChannel common stock in connection with the merger. As of August 15, 2008, these stockholders owned an aggregate of 2,595,542 shares of DG FastChannel common stock, representing approximately 14.5% of the outstanding shares of DG FastChannel.

        Voting Shares.    From May 7, 2008, until the termination of the stockholder voting agreement, both Scott K. Ginsburg and Moon Doggie Family Partnership, L.P. agreed, subject to the terms and conditions of the stockholder voting agreement, to vote any shares of DG FastChannel common stock beneficially owned by such stockholder at the time of DG FastChannel's stockholder meeting:

        Termination.    The stockholder voting agreement automatically terminates upon the earliest to occur of:

This summary of the stockholder voting agreements is not intended to be complete and is qualified in all respects by the actual agreement, a copy of which is attached to this joint proxy statement/prospectus as Appendix D.

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DG FASTCHANNEL SPECIAL MEETING

General

        DG Fastchannel is furnishing this joint proxy statement/prospectus to DG FastChannel stockholders in connection with the solicitation of proxies by the DG FastChannel board of directors for use at the special meeting of stockholders, including any adjournment or postponement of the special meeting.

Date, Time and Place of the DG FastChannel Special Meeting

        DG FastChannel will hold its special meeting on September 24, 2008 at 10:00 a.m., local time, at the Omni Mandalay Hotel at Las Colinas, 221 Las Colinas Blvd, Irving, Texas 75039.

Purpose of the Meeting

        At the special meeting, the DG FastChannel stockholders will be asked to consider and vote upon the following matters:

Quorum Required

        DG FastChannel's amended and restated bylaws provide that the holders of a majority of DG FastChannel common stock issued and outstanding and entitled to vote at the special meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business at the special meeting. Abstentions and broker non-votes will be counted as present for the purpose of determining the presence of a quorum.

Voting Rights

        DG FastChannel common stock is the only type of security entitled to vote at the special meeting. On August 7, 2008, the record date for determination of stockholders entitled to vote at the special meeting, there were 17,937,810 shares of common stock outstanding. Each DG FastChannel stockholder of record on August 7, 2008 is entitled to one vote for each share of DG FastChannel common stock held by such stockholder on that date. Shares of DG FastChannel common stock may not be voted cumulatively. All votes will be tabulated by the inspector of election appointed for the meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes.

Proxies

        Whether or not you are able to attend DG FastChannel's special meeting, you are urged to complete and return the enclosed proxy, which is solicited by DG FastChannel's board of directors and which will be voted as you direct on your proxy and when properly completed. In the event no directions are specified, such proxies will be voted FOR the approval of the issuance of DG FastChannel common stock in the merger, FOR the proposal to adjourn the special meeting to permit further solicitation of proxies if there are not sufficient votes to approve the merger agreement and the issuance of DG FastChannel common stock in the merger, and, in the discretion of the proxy

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holders, FOR any other matters that may properly come before the special meeting. All shares represented by a valid proxy received prior to the special meeting will be voted.

Revocation of Proxies

        You may also revoke or change your proxy at any time before the special meeting. To do this, send a written notice of revocation or another signed proxy with a later date to the Secretary at DG FastChannel's principal executive offices before the beginning of the special meeting. You may also revoke your proxy by attending the special meeting and voting in person.

DG FastChannel Votes Required

        The affirmative vote of the holders of record of a majority of the shares of DG FastChannel common stock present and entitled to vote at the special meeting is required to approve the issuance of DG FastChannel common stock in the merger and the proposal to adjourn the special meeting, if necessary, to permit further solicitation of proxies. If a broker holding shares of DG FastChannel common stock or a holder of DG FastChannel common stock responds to the proposal to approve the issuance of DG FastChannel common stock in connection with the merger or to the proposal to adjourn the special meeting, if necessary, to permit further solicitation of proxies with an "abstain" vote, it will have the same effect as a vote against that proposal. If a broker holding shares of DG FastChannel common stock or a holder of DG FastChannel common stock fails to vote on the approval of the issuance of DG FastChannel common stock in the merger or to adjourn the special meeting, if necessary, to permit further solicitation of proxies, it will have no effect on the outcome of the vote for that proposal.

        As of August 7, 2008, the directors and executive officers of DG FastChannel owned 2.6 million shares of common stock entitled to vote, representing 15% of the outstanding shares of common stock.

        Scott K. Ginsburg, DG FastChannel's Chief Executive Officer and the beneficial holder of approximately 14% of all outstanding DG FastChannel common stock, has entered into a voting agreement with Enliven that obligates him and certain of his affiliates to vote these shares in favor of approval and the issuance of DG FastChannel common stock in the merger, unless the merger agreement is terminated. See a copy of the voting agreement which is attached to this joint proxy statement/prospectus as Appendix D.

Solicitation of Proxies

        DG FastChannel will bear the entire cost of solicitation, including the preparation, assembly, printing and mailing of this joint proxy statement/prospectus, the proxy and any additional soliciting material furnished to stockholders. Copies of solicitation material will be furnished to brokerage houses, fiduciaries and custodians holding shares in their names that are beneficially owned by others so that they may forward this solicitation material to such beneficial owners. In addition, DG FastChannel may reimburse such persons for their costs of forwarding the solicitation material to such beneficial owners. The original solicitation of proxies by mail may be supplemented by solicitation by telephone, telegram or other means by directors, officers, employees or agents of DG FastChannel. No additional compensation will be paid to these individuals for any such services. DG FastChannel has engaged the firm of D.F. King & Co., Inc. to assist DG FastChannel in the solicitation of proxies from DG FastChannel stockholders and will pay D.F. King & Co., Inc. a customary fee for its services in addition to reimbursing D.F. King & Co., Inc. for its reasonable out-of-pocket expenses. D.F. King & Co, Inc. may contact holders of DG FastChannel common stock by mail, telephone, telex, telegraph and personal interview and may request brokers, dealers and other nominee stockholders to forward materials relating to the merger to beneficial owners of DG FastChannel common stock.

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ENLIVEN SPECIAL MEETING

General

        Enliven is furnishing this joint proxy statement/prospectus to Enliven stockholders in connection with the solicitation of proxies by the Enliven board of directors for use at the special meeting of stockholders, including any adjournment or postponement of the special meeting.

Date, Time and Place of the Enliven Special Meeting

        Enliven will hold its special meeting on September 24, 2008 at 11:00 a.m., local time, at New York's Hotel Pennsylvania, 401 Seventh Avenue, New York, NY 10001.

Purpose of the Meeting

        At the special meeting, the Enliven stockholders will be asked to consider and vote upon the following matters:

Quorum Required

        Enliven's bylaws provide that the holders of a majority of the shares of Enliven common stock issued and outstanding and entitled to vote at the special meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business at the special meeting. Abstentions and broker non-votes will be counted as present for the purpose of determining the presence of a quorum.

Voting Rights

        Enliven common stock is the only type of security entitled to vote at the special meeting. On August 7, 2008, the record date for determination of stockholders entitled to vote at the special meeting, there were 99.2 million shares of Enliven common stock outstanding. Each Enliven stockholder of record on August 7, 2008 is entitled to one vote for each share of common stock held by such stockholder on that date. Shares of Enliven common stock may not be voted cumulatively. All votes will be tabulated by the inspector of election appointed for the meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes.

Proxies

        Whether or not you are able to attend Enliven's special meeting, you are urged to complete and return the enclosed proxy, which is solicited by Enliven's board of directors and which will be voted as you direct on your proxy card when properly completed. In the event no directions are specified, such proxies will be voted FOR the adoption of the merger agreement and approval of the merger, FOR the proposal to adjourn the special meeting to permit further solicitation of proxies if there are not sufficient votes to approve the merger agreement and the merger, and, in the discretion of the proxy holders, FOR any other matters that may properly come before the special meeting. All shares represented by a valid proxy received prior to the special meeting will be voted.

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Revocation of Proxies

        You may also revoke or change your proxy at any time before the special meeting. To do this, send a written notice of revocation or another signed proxy with a later date to the Secretary at Enliven's principal executive offices before the beginning of the special meeting. You may also revoke your proxy by attending the special meeting and voting in person.

Enliven Votes Required

        The affirmative vote of the holders of record of a majority of the outstanding shares of Enliven common stock is required to adopt the merger agreement and approve the merger, and the affirmative vote of the holders of record of a majority of the shares of Enliven common stock present and entitled to vote at the special meeting is required to adopt the proposal to adjourn the special meeting, if necessary, to permit further solicitation of proxies. If a broker holding shares of Enliven common stock or a holder of Enliven common stock fails to vote on the adoption of the merger agreement and the approval of the merger or responds to that proposal with an "abstain" vote, it will have the same effect as a vote against that proposal. If a broker holding shares of Enliven common stock or a holder of Enliven common stock responds to the proposal to adjourn the special meeting, if necessary, to permit further solicitation of proxies with an "abstain" vote, it will have the same effect as a vote against that proposal. If a broker holding Enliven common stock or a holder of Enliven common stock fails to vote on the proposal to adjourn the special meeting, if necessary, to permit further solicitation of proxies, it will have no effect on the outcome of the vote for that proposal.

        As of August 7, 2008, the directors and executive officers of Enliven owned 940,055 shares of common stock entitled to vote, representing 0.9% of the outstanding shares of Enliven common stock.

        As of August 7, 2008, DG FastChannel is the beneficial holder of 10,750,000 shares of Enliven common stock, representing 10.8% of the outstanding shares of Enliven common stock on such date, and the holder of warrants exercisable for up to an aggregate of 2,687,500 shares of Enliven stock, which, if exercised, together with the outstanding shares held by DG FastChannel as of such date would represent a total of 13.2% of the outstanding shares of Enliven common stock on such date taking into account such exercise. DG FastChannel has agreed in the merger agreement to vote shares that it holds in favor of adoption of the merger agreement and approval of the merger, unless the merger agreement is terminated.

Solicitation of Proxies

        Except as provided in the last sentence of this paragraph, DG FastChannel will bear the entire cost of solicitation, including the preparation, assembly, printing and mailing of this joint proxy statement/prospectus, the proxy and any additional soliciting material furnished to stockholders. Copies of solicitation material will be furnished to brokerage houses, fiduciaries and custodians holding shares in their names that are beneficially owned by others so that they may forward this solicitation material to such beneficial owners. In addition, DG FastChannel may reimburse such persons for their costs of forwarding the solicitation material to such beneficial owners. The original solicitation of proxies by mail may be supplemented by solicitation by telephone, telegram or other means by directors, officers, employees or agents of Enliven. No additional compensation will be paid to these individuals for any such services. The Altman Group may contact holders of Enliven common stock by mail, telephone, telex, telegraph and personal interview and may request brokers, dealers and other nominee stockholders to forward materials relating to the merger to beneficial owners of Enliven common stock. Enliven has engaged the firm of The Altman Group to assist Enliven in the solicitation of proxies from Enliven stockholders and will pay The Altman Group a customary fee for its services in addition to reimbursing The Altman Group for its reasonable out-of-pocket expenses.

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DIRECTORS OF DG FASTCHANNEL AFTER THE MERGER

        Upon completion of the merger, the size of the DG FastChannel board of directors will be increased from seven members to nine members and two of the current members of the Enliven board of directors will be appointed to DG FastChannel's board of directors and will serve in the class of directors whose term will expire at the DG FastChannel annual meeting of stockholders in 2010. The following individuals are the current members of the Eliven board of directors who will be appointed to the DG FastChannel board of directors at the effective time of the merger:

Name

  Age
Patrick Vogt   44
Harvey D. Weatherson   70

        Patrick Vogt joined Enliven's Board of Directors in October 2004. He has been the President and Chief Executive Officer of Enliven since August 2005. From 2003 to 2005, Mr. Vogt served as Senior Vice President and Senior General Manager of Sony eSolutions Company LLC. His team was responsible for Internet Properties Management, Direct Marketing, and Sales across all customer segments. Other responsibilities included Global Contact Center Governance, the eCommerce and Contact Center platform (supporting all distribution channels), and P&L management for Sony's entire direct business. From 2001 to 2003, Mr. Vogt was Vice President of Compaq Computer's eBusiness Group & Software and Peripherals Group, where his team managed all direct marketing activities and the direct on-line business for the Americas region. From 1999 to 2001, Mr. Vogt was General Manager of the Aftermarket Sales Division and Dell Online for Dell Computer Corporation. Mr. Vogt received a Bachelor of Science degree from the State University of New York and has an MBA from Iona College, Hagen School of Business, with a concentration in Marketing.

        Harvey D. Weatherson joined Enliven's Board of Directors in October 2005. He served as Vice President of North America Operations & Strategy for Hewlett-Packard Company from 2000 to 2002 and was responsible for all activities related to business and sales operations, call centers and eCommerce in the United States. From 1994 to 1999, Mr. Weatherson served in a number of senior executive positions at Compaq Computer Corporation, including President of Compaq Canada following Compaq's acquisition of The Tandem Computer Company and President of Compaq Federal in Washington, D.C., following Compaq's acquisition of The Digital Equipment Corporation. Prior to joining Compaq, from 1990 to 1993, Mr. Weatherson was Chief Executive Officer of The Navy Exchange System, a full-line retail services company operated by the U.S. Navy, with $2 billion in annual sales, 130 stores and 24,000 employees. From 2003 to May 2004, Mr. Weatherson served as Chairman, President and CEO of GovConnection, Inc., a subsidiary of PC Connection, Inc. Since May 2004 and continuing through the present, Mr. Weatherson serves on the Board of Directors of PC Connection, Inc. and as Chairman of its Compensation Committee.

        Messrs. Vogt and Weatherson will be compensated for their service as directors of DG FastChannel in accordance with DG FastChannel's compensation policies for its board of directors. Directors of DG FastChannel receive compensation for services provided as a director as well as reimbursement for documented reasonable expenses incurred in connection with attendance at meetings of the DG FastChannel board of directors and the committees thereof. DG FastChannel pays its directors an annual cash retainer of $12,000 plus $1,500 per meeting attended. Directors of the Company are also eligible to receive stock-based compensation.

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COMPARISON OF STOCKHOLDER RIGHTS

        When the merger is complete, Enliven stockholders will become DG FastChannel stockholders. Both DG FastChannel and Enliven believe the description below covers the material differences between the rights of DG FastChannel stockholders and Enliven stockholders, but it may not contain all information important to you. The description is qualified in its entirety by reference to the respective certificates of incorporation and bylaws of DG FastChannel and Enliven, each as amended to date, all of which are incorporated by reference into this proxy statement/prospectus. See "WHERE YOU CAN FIND MORE INFORMATION" beginning on page 105. The rights of Enliven stockholders are governed by the Delaware General Corporation Law, which is referred to as Delaware law, and Enliven's certificate of incorporation and bylaws. After the merger, Enliven stockholders will become DG FastChannel stockholders and their rights will be governed by Delaware law and DG FastChannel's certificate of incorporation and bylaws.

 
  DG FastChannel
  Enliven
Authorized Capital Stock   The authorized capital stock of DG FastChannel currently consists of (a) 200,000,000 shares of common stock, par value $0.001 per share, and (b) 15,000,000 shares of preferred stock, par value $0.001 per share.   The authorized capital stock of Enliven currently consists of (a) 150,000,000 shares of Enliven common stock, par value $0.001 per share, and (b) 5,000,000 shares of preferred stock, par value $0.001 per share, including 75,000 shares designated as Series A Participating Preferred Stock, par value $0.001 per share, reserved for issuance in connection with the exercise of rights issued pursuant to Enliven's Rights Agreement. Upon liquidation, dissolution, or winding up of Enliven, the holders of the Series A Participating Preferred Stock are entitled to receive an aggregate amount per share equal to 1,000 times the amount to be distributed per share to holders of Enliven's common stock plus an amount equal to any accrued and unpaid dividends on such Series A Participating Preferred Stock.

Number of Directors

 

The DG FastChannel bylaws provide that the number of directors shall be fixed by the board of directors, but shall in no case be less than one. There are seven directors currently on the board. Immediately following completion of the merger, the board will consist of nine directors.

 

The Enliven bylaws provide that the number of directors shall be not less than five nor more than nine and shall be fixed by the board of directors. There are five directors currently on the board.

Term and Classes of Directors

 

There are three classes of DG FastChannel directors. Each class serves for a three-year term, with the term of one class expiring each year. Two persons who are currently directors of Enliven will join the DG FastChannel board of directors in connection with the merger, to serve in the class of directors whose term expires at the 2010 DG FastChannel annual meeting of stockholders.

 

Enliven's board of directors consists of a single class of directors. Directors are elected at each annual meeting of Enliven's stockholders.

Removal of Directors

 

Directors may be removed, with or without cause, at any time, by an affirmative vote of a majority of DG FastChannel's stockholders at an annual meeting or a special meeting called for that purpose.

 

Directors may be removed, with or without cause, at any time, by an affirmative vote of a majority of Enliven's stockholders at an annual meeting or a special meeting called for that purpose.

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Vacancies on the Board

 

Vacancies on DG FastChannel's board and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office though less than a quorum, or by a sole remaining director. Each replacement or new director shall serve for the balance of the term of the class of the director he succeeds or, in the event of an increase in the number of directors, of the class to which he is assigned.

 

Vacancies on Enliven's board of directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a vote of the majority of the directors then in office, although less than a quorum, or by a sole remaining director. However, a vacancy created by the removal of a director by vote of the stockholders or by court order may be filled only by the affirmative vote of a majority of the shares represented and voting at a stockholders meeting at which a quorum is present.

Board Quorum and Vote Requirements

 

At all meetings of DG FastChannel's board of directors, the presence of a majority of the total number of directors then in office (but not less than one-third of the whole board) constitutes a quorum for the transaction of business.

 

At all meetings of Enliven's board of directors, the presence of a majority of the total authorized number of directors constitutes a quorum for the transaction of business. Except as otherwise required by law, the vote of a majority of the directors present at any meeting at which a quorum is present constitutes the act of the board of directors.

Action of Board By Written Consent

 

Any action required or permitted to be taken at any meeting of DG FastChannel's board of directors may be taken without a meeting if all members of the board of directors consent thereto in writing, and that writing is filed with the minutes of proceedings of the board of directors.

 

Any action required or permitted to be taken at any meeting of Enliven's board of directors may be taken without a meeting if all members of the board of directors consent thereto in writing, and that writing is filed with the minutes of proceedings of the board of directors.

Stockholder Meetings

 

The annual meeting of DG FastChannel's stockholders may be held at any place within or outside the State of Delaware and at a time designated by the board of directors.
    
Special meetings may be called at any time by DG FastChannel's board of directors, and shall be called by the chairman of the board, the president, or the secretary at the request in writing of the holders of not less than 10 percent of the voting power represented by all the shares issued, outstanding and entitled to be voted at the proposed special meeting.

 

The annual meeting of Enliven's stockholders is held at any place within or outside the State of Delaware and at a time designated by the board of directors, and if no such time is designated, the annual meeting shall be held on the first Tuesday in May each year at 9:00 am (or on the next succeeding full business day if such day falls on a legal holiday).
    
Special meetings may be called at any time by (1) Enliven's board of directors; (2) the chairman of the board; (3) Enliven's president; or (4) by one or more stockholders holding shares in the aggregate entitled to cast not less than 10 percent of the votes of all shares of stock owned by the stockholders entitled to vote at that meeting, upon written request to the chairman of the board, the president, or the secretary.

Stockholder Quorum Requirements

 

The presence in person or by proxy of the holders of record of a majority of shares of stock entitled to vote at a meeting of DG FastChannel's stockholders constitutes a quorum for the transaction of business at that meeting.

 

The presence in person or by proxy of the holders of record of a majority of shares of stock entitled to vote at a meeting of Enliven's stockholders constitutes a quorum for the transaction of business at that meeting.

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Voting Rights

 

Each DG FastChannel stockholder is entitled to one vote at each meeting for each share of stock held by such stockholder on the date fixed by the board as the record date for the determination of stockholders who shall be entitled to notice of and to vote at such meeting. Currently there are no shares of any class of stock outstanding other than common stock.

 

Each holder of Enliven's common stock is entitled to one vote per share of common stock held by such stockholder.
    
Each holder of Enliven's Series A Participating Preferred Stock is entitled to 1000 votes for each share held by such stockholder on all matters submitted to a vote of the stockholders.
    
Except as otherwise required by Delaware law, the holders of Enliven's Series A Participating Preferred Stock shall vote together with the common stockholders as one class on all matters submitted to a vote of the stockholders. Currently there are no shares of any class of stock outstanding other than common stock.

Action of Stockholders by Written Consent

 

So long as DG FastChannel shall have any class of its capital stock registered pursuant to the Exchange Act, any action required or permitted to be taken by DG FastChannel's stockholders must be effected at a duly called annual or special meeting and may not be effected by any consent in writing by such stockholders.

 

Any action required or permitted to be taken at any annual or special meeting of Enliven's stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing setting forth the action so taken shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Advance Notice of Stockholder Proposals

 

DG FastChannel's bylaws do not contain provisions related to stockholder proposals. Under federal securities law, a proposal must be received at the company's principal executive offices not less than 120 calendar days before the date of the company's proxy statement released to stockholders in connection with the previous year's annual meeting. However, if the company did not hold an annual meeting the previous year, or if the date of this year's annual meeting has been changed by more than 30 days from the date of the previous year's meeting, then the deadline is a reasonable time before the company begins to print and send its proxy materials. With regard to a proposal for a meeting of stockholders other than a regularly scheduled annual meeting, the deadline is a reasonable time before the company begins to print and send its proxy materials.

 

Enliven's bylaws provide that for nominations or other business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to Enliven's secretary. To be timely under Enliven's bylaws, a stockholder's notice must be delivered to the secretary of the corporation at the principal executive offices of the corporation not less than 120 days nor more than 150 days prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than 30 days, or delayed by more than 60 days, from such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the 150th day prior to such annual meeting and not later than the close of business on the later of the 120th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. Notwithstanding the foregoing, in the event that the number of directors to be elected to the board of directors is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased board of directors made by Enliven at least 80 days prior to the first anniversary of the preceding year's annual meeting, a stockholder's notice shall also be considered timely, but only with

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respect to nominees for any new positions created by such increase, if it shall be delivered to Enliven's Secretary at Enliven's principal executive offices not later than the close of business on the 10th day following the day on which such public announcement is first made by Enliven.

Dividends

 

DG FastChannel's certificate of incorporation and bylaws provide that the holders of DG FastChannel's common and preferred stock shall be entitled to such dividends as are declared at the discretion of DG FastChannel's board of directors.

 

Enliven's certificate of incorporation provides that upon declaration of a dividend or distribution on Enliven's common stock (other than a dividend payable in shares of common stock), the holders of Enliven's Series A Participating Preferred Stock shall be entitled to a dividend equal to 1000 times the dividend payable on Enliven's common stock.

 

 

 

 

So long as any dividend payable on Enliven's Series A Participating Preferred Stock is in arrears, Enliven may not (i) declare or pay dividends or redeem or repurchase any shares of stock ranking junior to the Series A Participating Preferred Stock, (ii) declare or pay dividends on any stock ranking in parity with the Series A Participating Preferred Stock, except dividends paid ratably on the Series A Participating Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem or purchase any of the Series A Participating Preferred Stock or any shares of stock ranking in parity with the Series A Participating Preferred Stock, provided that Enliven may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Participating Preferred Stock; or (iv) purchase or otherwise acquire for consideration any shares of Series A Participating Preferred Stock, or any shares of stock ranking on a parity with the Series A Participating Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by Enliven's board of directors) to all holders of such shares upon such terms as the board of directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment amount the respective series or classes.

Exculpation of Directors

 

DG FastChannel's certificate of incorporation provides that to the fullest extent permitted by Delaware law, as it presently exists or may hereafter be amended, a director of DG FastChannel shall not be personally liable to DG FastChannel or its stockholders for monetary damages for breach of fiduciary duty as a director.

 

Enliven's certificate of incorporation provides that to the fullest extent permitted by the Delaware law, as it presently exists or may hereafter be amended, a director of Enliven shall not be personally liable to Enliven or its stockholders for monetary damages for breach of fiduciary duty as a director.

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Liability and Indemnity

 

DG FastChannel's certificate of incorporation and bylaws contain provisions that require DG FastChannel to indemnify directors, officers, employees and agents that are made or threatened to be made a party to any proceeding by reason that such person is or was (a) a director, officer, employee or agent of DG FastChannel or (b) serving at the request of DG FastChannel if such person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of DG FastChannel and with respect to any criminal action or processing, had no reasonable cause to believe such conduct was unlawful; provided, however, that with respect to actions by or in the right of DG FastChannel, no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the Corporation, unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.
    
DG FastChannel shall pay the expenses (including attorney's fees) incurred by a director, officer, employee or agent of the corporation entitled to indemnification in defending any action, suit or proceeding referred in advance of its final disposition; provided, however, that payment of such expenses in advance of the final disposition of such action, suit or proceeding shall be made only upon receipt of an undertaking by the director, officer, employee or agent to repay all amounts advanced if it should ultimately be determined that such director, officer, employee or agent is not entitled to be indemnified.
    
Any indemnification or advancement shall be made by DG FastChannel only as authorized in the specific case (i) by the Board of Directors by a majority vote of the directors who are not parties to such action, suit, or proceeding, even though less than a quorum, or (ii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (iii) by the stockholders. To the extent, however, that a present or former director, officer, employee or agent of DG FastChannel has been successful on the merits or otherwise in defense of any action, suit or proceeding (including the dismissal of a proceeding without prejudice or the settlement of a proceeding without admission of liability) or in defense of any claim, issue or matter

 

Enliven's certificate of incorporation and bylaws contain provisions that require Enliven, to the maximum extent permitted by Delaware law as the same now exists or may hereafter be amended, to indemnify any person who was or is a party or is threatened to be made a party to any proceeding or threatened proceeding by reason of the fact that the person is or was a director or officer of Enliven, provided that Enliven shall be required to indemnify a director or officer in connection with an action, suit, or proceeding (or part thereof) initiated by such director or officer only if the initiation of such action, suit, or proceeding (or part thereof) by the director or officer was authorized by Enliven's board of directors.
    
Enliven shall pay the expenses (including attorney's fees) incurred by a director or officer of the corporation entitled to indemnification hereunder in defending any action, suit or proceeding referred in advance of its final disposition; provided, however, that payment of expenses incurred by a director or officer of the corporation in advance of the final disposition of such action, suit or proceeding shall be made only upon receipt of an undertaking by the director or officer to repay all amounts advanced if it should ultimately be determined that the director or officer is not entitled to be indemnified.
    
Enliven's bylaws provide that it shall have the power, but not the obligation, to the maximum extent and in the manner permitted by the Delaware law as the same now exists or may hereafter be amended, to indemnify any person (other than directors and officers) against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with any threatened, pending or completed action, suit, or proceeding, in which such person was or is a party or is threatened to be made a party by reason of the fact that such person is or was an employee or agent of the corporation.

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therein, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith, without the necessity of authorization in the specific case.

 

 

Amendment of Certificate of Incorporation

 

DG FastChannel's certificate of incorporation may be amended, altered, changed or repealed, provided that any amendment or repeal of the provisions related to indemnification and exculpation of officers and directors shall be prospective only and shall not limit the rights of any such director or officer or the obligations of DG FastChannel with respect to any claim arising from or related to the services of such director or officer in any of the foregoing capacities prior to any such repeal or amendment.

 

Enliven's certificate of incorporation may be amended, altered, changed or repealed, provided that any amendment or repeal of the provisions related to indemnification and exculpation of officers and directors shall be prospective only and shall not limit the rights of any such director or officer or the obligations of Enliven with respect to any claim arising from or related to the services of such director or officer in any of the foregoing capacities prior to any such repeal or amendment.

Amendment of Bylaws

 

The board of directors of DG FastChannel has the power to amend DG FastChannel's bylaws at any time.

 

The board of directors of Enliven has the power to amend Enliven's bylaws at any time.

Rights Plan

 

DG FastChannel does not have a stockholder rights plan.

 

Enliven has a stockholder rights plan pursuant to which Enliven's board has declared a dividend on each share of common stock of one right to purchase one share of Enliven's Series A Participating Preferred Stock at an exercise price of $38.00, subject to adjustment. The rights trade only together with the common shares until 10 days following a public announcement that a person or group, each an acquiring person has acquired, or obtained the right to acquire, or announced a tender or exchange offer to acquire beneficial ownership of 15% or more of the outstanding common shares, or the distribution date, provided that Enliven's rights plan, as amended and restated as of May 17, 2007, provides that certain persons, including DG FastChannel, shall not, under certain specified circumstances, be deemed an acquiring person within the meaning of Enliven's rights plan. The rights are redeemable at the option of Enliven's board for $0.01 per right at any time prior to the distribution date. Enliven's rights plan contains customary flip-in and flip-over provisions, which are designed to deter unsolicited takeover attempts, and which make an unsolicited attempt to acquire Enliven difficult or impossible to complete without the consent of Enliven's board.

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LEGAL MATTERS

        Gardere Wynne Sewell LLP, counsel to DG FastChannel, will deliver an opinion concerning the validity of the issuance of the DG FastChannel common stock for DG FastChannel. Milbank, Tweed, Hadley & McCloy LLP, counsel to Enliven, and Lathan & Watkins LLP, counsel to DG FastChannel, will deliver an opinion concerning certain federal income tax consequences of the merger. See "MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER."


EXPERTS

        The consolidated financial statements of DG FastChannel, Inc. appearing in DG FastChannel, Inc.'s Annual Report (Form 10-K) for the year ended December 31, 2007 (including the schedule appearing therein), and the effectiveness of DG FastChannel's internal control over financial reporting as of December 31, 2007, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in its reports thereon, which conclude, among other things, that DG FastChannel, Inc. did not maintain effective internal control over financial reporting as of December 31, 2007, based on Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, because of the effects of the material weakness described therein, included therein, and incorporated by reference in this Prospectus and Registration Statement. Such financial statements have been incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

        The consolidated financial statements and schedule of DG FastChannel, Inc. and subsidiaries (f/k/a Digital Generation Systems, Inc.) as of December 31, 2006, and for each of the years in the two-year period ended December 31, 2006 have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, and upon the authority of said firm as experts in accounting and auditing.

        The financial statements and management's assessment of the effectiveness of internal control over financial reporting (which is included in Management's Report on Internal Control over Financial Reporting) incorporated in this Registration Statement by reference to the Annual Report on Form 10-K of Enliven Marketing Technologies Corporation for the year ended December 31, 2007 have been so incorporated in reliance on the report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the Springbox GP, LLC business that the registrant acquired during 2007) of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.


FUTURE STOCKHOLDER PROPOSALS

DG FastChannel

        DG FastChannel stockholders may submit proposal on matters appropriate for stockholder action (including any election of a DG FastChannel director) at meetings of DG FastChannel's stockholders in accordance with Rule 14a-8 under the Exchange Act.

        Stockholder proposals that are intended to be included in DG FastChannel's proxy statement for the 2009 annual meeting pursuant to Proxy Rule 14a-8 must be received by DG FastChannel on or before January 9, 2009 and must comply with that rule. Proposals of stockholders intended to be presented at the 2009 annual meeting of stockholders, other than pursuant to Rule 14a-8, must be received by DG FastChannel on or before March 23, 2009 in order to be eligible for inclusion in DG FastChannel's proxy statement and form of proxy for the meeting. Any stockholder proposal must comply with all applicable rules and regulations of the SEC. Proxies solicited by the board of directors

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for the 2009 annual meeting may confer discretionary authority to vote on any proposals notice of which is not received by that date.

Enliven

        In addition to the special meeting, depending upon whether the merger is consummated, Enliven anticipates holding its annual meeting of Enliven stockholders in 2008. If the merger is consummated, Enliven will not have public stockholders and there will be no public participation in any future meeting of stockholders after the consummation of the merger.

        Stockholder proposals that are intended to be included in Enliven's proxy statement for the 2008 annual meeting pursuant to Rule 14a-8 of the Exchange Act must be received by Enliven on or before August 7, 2008 and must comply with the rules promulgated by the SEC in order to be eligible for inclusion in Enliven proxy materials for the 2008 annual meeting of stockholders.

        Enliven's bylaws also contain advance notice requirements for matters that stockholders intend to bring before an annual meeting of stockholders, but not submitted for inclusion in the proxy statement. Generally, notice must be delivered to Enliven's secretary at Enliven's principal executive offices not less than one hundred twenty (120) days nor more than one hundred fifty (150) days prior to the first anniversary of the preceeding year's annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than thirty (30) days, or delayed by more than sixty (60) days, from such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the one hundred fiftieth (150th) day prior to such annual meeting and not later than the close of business on the later of the one hundred twentieth (120th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made; provided, further, however, solely with respect to the 2008 annual meeting of stockholders, to be timely, a stockholder's notice would have had to have been delivered to Enliven's secretary at Enliven's principal executive offices not later than January 15, 2008.

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WHERE YOU CAN FIND MORE INFORMATION

        DG FastChannel and Enliven file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission, or the SEC. You may read and copy any reports, statements or other information DG FastChannel or Enliven files at the SEC's public reference rooms in Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. DG FastChannel's and Enliven's SEC filings are also available to the public from commercial document retrieval services and on the web site maintained by the SEC at http://www.sec.gov.

        As of the date of this joint proxy statement/prospectus, DG FastChannel has filed a registration statement on Form S-4 to register with the SEC the DG FastChannel common stock that DG FastChannel will issue to Enliven stockholders in connection with the merger. This joint proxy statement/prospectus is a part of that registration statement and constitutes a prospectus of DG FastChannel, as well as a proxy statement of Enliven and DG FastChannel for their respective special meetings.

        If you would like to request documents from DG FastChannel or Enliven, please send a request in writing or by telephone to either DG FastChannel or Enliven at the following addresses:

DG FastChannel, Inc.
750 W. John Carpenter Freeway, Suite 700
Irving, Texas 75039
Attention: Investor Relations
(972) 581-2000

Enliven Marketing Technologies Corporation
Investors Relations
205 West 39th Street, 16th Floor
New York, New York 10018
(212) 201-0800

        This joint proxy statement/prospectus incorporates documents by reference which are not presented in or delivered with this joint proxy statement/prospectus. You should rely only on the information contained in this joint proxy statement/prospectus and in the documents that DG FastChannel and Enliven have incorporated by reference into this joint proxy statement/prospectus. No one has authorized anyone to provide you with information that is different from or in addition to the information contained in this joint proxy statement/prospectus and incorporated by reference into this joint proxy statement/prospectus.

        In addition, all documents filed by DG FastChannel and Enliven pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this joint proxy statement/prospectus and before the date of the DG FastChannel and Enliven respective special meetings of stockholders are deemed to be incorporated by reference into, and to be a part of, this joint proxy statement/prospectus from the date of filing of those documents.

        Any statement contained in this joint proxy statement/prospectus or in a document incorporated or deemed to be incorporated by reference into this joint proxy statement/prospectus will be deemed to be modified or superseded for purposes of this joint proxy statement/prospectus to the extent that a statement contained in this joint proxy statement/prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this joint proxy statement/prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this joint proxy statement/prospectus. DG FastChannel has supplied all information contained or incorporated by reference in this joint proxy statement/prospectus about DG FastChannel, and Enliven has supplied all information contained or incorporated

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by reference in this joint proxy statement/prospectus about Enliven (other than the financial cash flow projections referred to in the section entitled "Fairness Opinion of Financial Adviser to DG FastChannel," beginning on page 44 of this joint proxy statement/prospectus).

        The following documents, which were filed by DG FastChannel with the SEC, are incorporated by reference into this joint proxy statement/prospectus, except to the extent of information which was furnished rather than filed by DG FastChannel, all such furnished information specifically not being incorporated by reference herein:

        The following documents, which were filed by Enliven with the SEC, are incorporated by reference into this joint proxy statement/prospectus, except to the extent of information which was furnished rather than filed by Enliven, all such furnished information specifically not being incorporated by reference herein:

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        In addition, DG FastChannel and Enliven incorporate by reference any future filings they make with the SEC under Section 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date of this joint proxy statement/prospectus and before the date of the DG FastChannel special meeting of stockholders and the Enliven special meeting of stockholders (excluding any current reports on Form 8-K to the extent disclosure is furnished and not filed). Those documents are considered to be part of this joint proxy statement/prospectus, effective as of the date they are filed. In the event of conflicting information in these documents, the information in the latest filed document should be considered correct.

Information on DG FastChannel Web Site

        Information on any DG FastChannel Internet web site is not part of this document and you should not rely on that information in deciding whether to approve the share issuance, unless that information is also in this joint proxy statement/prospectus or in a document that is incorporated by reference in this joint proxy statement/prospectus.

Information on Enliven Web Site

        Information on any Enliven Internet web site is not part of this document and you should not rely on that information in deciding whether to adopt the merger agreement, unless that information is also in this joint proxy statement/prospectus or in a document that is incorporated by reference in this joint proxy statement/prospectus.

        THIS JOINT PROXY STATEMENT/PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES IN ANY JURISDICTION TO OR FROM ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE SUCH AN OFFER.

        This joint proxy statement/prospectus is dated August 18, 2008. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date, and neither the mailing of this proxy statement/prospectus to you nor the issuance of DG FastChannel common stock in the merger shall create any implication to the contrary.

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Appendix A

EXECUTION VERSION

AGREEMENT AND PLAN OF MERGER
BY AND AMONG
DG FASTCHANNEL, INC.,
DG ACQUISITION CORP. VI.
AND
ENLIVEN MARKETING TECHNOLOGIES CORPORATION
DATED AS OF MAY 7, 2008


TABLE OF CONTENTS

Article 1. The Merger   A-1
 
Section 1.1

 

The Merger

 

A-1
  Section 1.2   Effective Time   A-1
  Section 1.3   Effect of the Merger   A-1
  Section 1.4   Certificate of Incorporation; Bylaws   A-2
  Section 1.5   Directors and Officers   A-2
  Section 1.6   Tax Consequences   A-2

Article 2. Conversion of Securities; Exchange of Certificates

 

A-2
 
Section 2.1

 

Conversion of Securities

 

A-2
  Section 2.2   Exchange of Certificates.    A-3
  Section 2.3   Stock Transfer Books   A-5
  Section 2.4   Stock Options   A-5
  Section 2.5   Warrants   A-6

Article 3. Representations and Warranties of the Company

 

A-7
 
Section 3.1

 

Organization and Qualification; Subsidiaries

 

A-7
  Section 3.2   Capitalization   A-7
  Section 3.3   Authority   A-8
  Section 3.4   No Conflict   A-9
  Section 3.5   Required Filings and Consents   A-9
  Section 3.6   Permits; Compliance With Law   A-10
  Section 3.7   SEC Filings; Financial Statements   A-10
  Section 3.8   Internal Controls; Sarbanes-Oxley Act   A-11
  Section 3.9   Disclosure Documents   A-12
  Section 3.10   Books and Records   A-12
  Section 3.11   No Undisclosed Liabilities   A-13
  Section 3.12   Absence of Certain Changes or Events   A-13
  Section 3.13   Employee Benefit Plans   A-13
  Section 3.14   Labor and Other Employment Matters   A-15
  Section 3.15   Contracts; Indebtedness   A-16
  Section 3.16   Litigation   A-17
  Section 3.17   Environmental Matters   A-17
  Section 3.18   Intellectual Property   A-18
  Section 3.19   Tax Matters   A-21
  Section 3.20   Insurance   A-22
  Section 3.21   Properties and Assets   A-22
  Section 3.22   Real Property   A-23
  Section 3.23   Opinion of Financial Advisors   A-23
  Section 3.24   Vote Required   A-23
  Section 3.25   Brokers   A-23
  Section 3.26   Related Party Transactions   A-23
  Section 3.27   No Other Representations or Warranties   A-24

Article 4. Representations and Warranties of Parent and Merger Sub

 

A-24
 
Section 4.1

 

Organization and Qualification; Subsidiaries

 

A-24
  Section 4.2   Capitalization   A-24
  Section 4.3   Authority   A-25

i


  Section 4.4   No Conflict   A-26
  Section 4.5   Required Filings and Consents   A-26
  Section 4.6   Permits; Compliance With Law   A-27
  Section 4.7   SEC Filings; Financial Statements   A-27
  Section 4.8   Internal Controls; Sarbanes-Oxley Act   A-28
  Section 4.9   Disclosure Documents   A-29
  Section 4.10   Books and Records   A-29
  Section 4.11   No Undisclosed Liabilities   A-29
  Section 4.12   Absence of Certain Changes or Events   A-29
  Section 4.13   Employee Benefit Plans   A-30
  Section 4.14   Labor and Other Employment Matters   A-31
  Section 4.15   Contracts; Indebtedness   A-32
  Section 4.16   Litigation   A-33
  Section 4.17   Environmental Matters   A-33
  Section 4.18   Intellectual Property   A-34
  Section 4.19   Tax Matters   A-34
  Section 4.20   Insurance   A-36
  Section 4.21   Properties and Assets   A-36