UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

~~the~~ Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~July 21~~August 31, 2005

DIGITAS INC.

(Exact Name of Registrant as Specified in ~~Its~~ Charter)

Delaware

Delaware

000-29723

04-3494311

(State or other jurisdiction

of incorporation

(Commission

File Number)

(IRS Employer
Identification No.)

(State or Other Jurisdiction of Incorporation)


The Prudential Tower, 800 Boylston Street, Boston, Massachusetts		02199
(Address of principal executive offices)		(Zip Code)

000-29723		04-3494311
(Commission File Number)		(I.R.S. Employer Identification No.)

Registrant’s telephone number, including area code: (617) 867-1000

800 Boylston Street, Boston, Massachusetts		02199
(Address of Principal Executive Offices)		(Zip Code)

(Former name or former address, if changed since last report)

~~Registrant’s~~Check ~~telephone~~the ~~number,~~appropriate ~~including~~box ~~area~~below ~~code~~if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (~~617~~see General Instruction A.2. below): ~~867-1000~~

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~Section 1 ~~2.02.~~– ~~Results~~Registrant’s ofBusiness ~~Operations~~ and ~~Financial~~Operations ~~Condition.~~

~~The~~Item 1.01 ~~following~~Entry ~~information,~~into ~~including~~a ~~the~~Material ~~Exhibit~~Definitive ~~attached~~Agreement hereto, shall not be deemed “filed” for any purpose, including for purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.

On July 21 25, ~~2005~~2000, Digitas Inc. ~~issued~~(the “Company”) entered into a Revolving ~~press~~Credit ~~release~~Agreement ~~announcing~~(as ~~its~~amended ~~second~~from ~~quarter~~time ~~2005~~to ~~financial~~time, ~~results.~~the ~~The~~“Credit ~~full~~Agreement”) ~~text~~by ofand ~~that~~among ~~press~~Digitas ~~release~~LLC is(as ~~attached~~borrower), the lenders listed therein, Fleet National Bank (as ~~Exhibit 99~~agent), and Digitas Inc.1, ~~hereto~~Bronner Slosberg Humphrey Inc. and isBSH Holding ~~incorporated~~LLC by(each ~~reference~~as ~~herein~~guarantors).

~~Item~~As 9of August 31, 2005, the Company entered into an Amended and Restated Revolving Credit Agreement (the “Restated Credit Agreement”) among Digitas LLC as the borrower; Bank of America, N.01A., ~~Financial~~successor ~~Statements~~by merger to Fleet National Bank and ~~Exhibits~~the other lending institutions listed therein (the “Lenders”); Bank of America, N.A., successor by merger to Fleet National Bank as agent; and Digitas Inc. and Bronner Slosberg Humphrey, Inc. as guarantors. The Restated Credit Agreement replaces the existing Credit Agreement and provides for a $30 million revolving line of credit and letter of credit facility. The revolving line of credit matures on August 31, 2008. All borrowings under the Restated Credit Agreement are generally secured by the Company’s assets and pledges of shares and equity interests of certain of the Company’s subsidiaries. As of the date of this current report, there were no funds borrowed or outstanding under the revolving credit facility and approximately $10.4 million outstanding under letters of credit, leaving approximately $19.6 million available for future borrowings under the Restated Credit Agreement.

~~(c)~~The ~~Exhibits~~Company may repay any borrowings under the Restated Credit Agreement at any time but no later than August 31, 2008. The ~~following~~borrowings ~~exhibit~~under isthe ~~being~~revolving ~~furnished~~line ~~herewith~~of credit bear interest and fees as set forth in the Restated Credit Agreement.

~~Exhibit~~The ~~99.1 Press~~Lenders ~~release~~are entitled to accelerate repayment of ~~Digitas~~the ~~Inc~~loans under the Restated Credit Agreement upon the occurrence of any of various events of default. Under ~~dated~~the ~~July~~Restated 21Credit Agreement, ~~2005~~the Company must comply with various financial and non-financial covenants, including minimum liquidity requirements and certain financial ratios, including total funded indebtedness to EBITDA (earnings before interest, taxes, depreciation and amortization) and cash flow to interest expense and other payments of principal to indebtedness.

Bank of America, N.A and/or its affiliates have provided and continue to provide commercial banking, investment management, and other services to the Company, its affiliates and employees, for which it receives customary fees and commissions.

Section 2 – Financial Information

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Please see discussion of the Restated Credit Agreement above.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DIGITAS INC.
Date: September 7, 2005			DIGITAS INC.
Date: July 21, 2005	By:	/s/ Ernest W. Cloutier
			By:	/s/ Ernest W. Cloutier
	Name:	Ernest W. Cloutier
				Ernest W. Cloutier Secretary and General Counsel
	Title:	Secretary and General Counsel

EXHIBIT INDEX

Exhibit Number		Description
99.1		Press Release of Digitas Inc. dated July 21, 2005, announcing its second quarter 2005 financial results.

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