UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~February 15~~June 22, 2006

DIGITAL INSIGHT CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware		0000-27459		77-0493142
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

26025 Mureau Road, Calabasas, California 91302

(Address of principal executive offices, including zip code)

(818) 871-0000

(Registrant’s telephone number, including area code)

__________________________________________________________________

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

¨ 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 21.0201. ~~RESULTS~~ENTRY OFINTO ~~OPERATIONS~~A ~~AND~~MATERIAL ~~FINANCIAL~~DEFINITIVE ~~CONDITION~~AGREEMENT

OnDigital ~~February~~Insight Corporation (the “Company”) announced the appointment of Tom Shen as its Executive Vice President, Product, Engineering and Operations effective July 151, 2006. In connection with the appointment, wethe ~~announced~~Company ~~our~~entered ~~financial~~into ~~results~~an ~~for~~agreement dated June 22, 2006 with Mr. Shen which outlines the ~~quarter~~compensation arrangement and ~~year~~benefits ~~ended~~to ~~December~~be paid to Mr. 31Shen. Pursuant to the agreement, ~~2005~~Mr. Shen’s Astarting ~~copy~~salary ofwill ~~our~~be ~~press~~$295,000 ~~release~~and he will be eligible to participate in ~~announcing~~the ~~these~~Company’s ~~financial~~Management ~~results~~Incentive ~~and~~Program ~~certain~~with ~~other~~targeted ~~information~~bonus iscompensation ~~attached~~equal asto ~~Exhibit 99.1~~70% of his annual salary subject to ~~this~~the ~~Current~~terms ~~Report~~and onconditions ~~Form 8-K~~of the Program.

~~The~~Subject ~~attached~~to ~~press~~Board ~~release~~approval, ~~contains~~Mr. Shen ~~non-GAAP~~will ~~financial~~be ~~measures.~~granted ~~For~~a ~~purposes~~stock ofoption ~~Regulation G~~to purchase 75,000 ashares ~~non-GAAP~~of ~~financial~~the ~~measure~~Company’s iscommon astock. ~~numerical~~The ~~measure~~exercise price of the option will be the fair market value on the grant date. aThe ~~company’s~~shares ~~performance,~~underlying ~~financial~~the ~~position,~~option orwill ~~cash~~vest ~~flows~~over ~~that~~a ~~either~~48-month ~~excludes~~period orwith ~~includes~~25% ~~amounts~~vesting ~~that~~12 ~~are~~months ~~not~~after ~~normally~~his ~~excluded~~hire ordate ~~included~~and in1/48th of the ~~most~~shares ~~directly~~underlying ~~comparable~~the ~~measure~~option ~~calculated~~vesting ~~and~~monthly ~~presented~~thereafter. inIn ~~accordance~~addition, ~~with~~subject ~~generally~~to Board approval, he will receive a ~~accepted~~restricted ~~accounting~~stock ~~principles~~grant of 25,000 orshares ~~GAAP.~~of Tothe ~~supplement~~Company’s ~~our~~common ~~consolidated~~stock ~~financial~~subject ~~statements~~to ~~presented~~annual investing ~~accordance~~over ~~with~~a ~~GAAP,~~four ~~Digital~~year ~~Insight~~period ~~uses~~from ~~non-GAAP,~~the ordate ~~pro~~of ~~forma,~~grant ~~measures~~with 25% of ~~net~~the ~~income~~shares ~~and~~vesting ~~earnings~~on ~~per~~each ~~share,~~hire-date ~~which~~anniversary. ~~are~~The ~~adjusted~~option ~~from~~grant and the restricted ~~results~~stock ~~based~~grant onare ~~GAAP~~subject to ~~exclude~~the ~~certain~~standard ~~expenses,~~terms ~~gains~~and conditions of the Company’s stock plan and ~~losses~~will be documented separately by the Company’s standard form agreements for these types of grants.

WeFollowing ~~provide~~a ~~non-GAAP~~“change ~~financial~~in ~~results~~control” (as adefined ~~supplement~~in tothe ~~our~~agreement) ~~GAAP~~of ~~financial~~the ~~results.~~Company, Wein ~~believe~~the ~~that~~event ~~these~~of ~~non-GAAP~~a ~~financial~~termination ~~measures~~other ~~are~~than ~~useful~~for ~~because~~“cause” ~~they~~(as ~~allow~~defined ~~investors~~in the agreement), subject to ~~assess,~~his onexecution and delivery of a ~~consistent~~release ~~basis,~~in ~~our~~a ~~core~~form ~~operating~~acceptable ~~performance~~to the Company, ~~exclusive~~ ofMr. Shen ~~items~~will ~~management~~be ~~believes~~entitled ~~are~~to ~~not~~receive ~~reflective~~(i) an ofamount ~~day-~~equal to~~-day~~ ~~operations~~12 months of ~~the~~base ~~company.~~salary ~~Management~~plus ~~uses~~and ~~such~~12 ~~non-GAAP~~months’ ~~financial~~equivalent ~~measures~~target tobonus; (ii) 12 ~~evaluate~~months ~~financial~~benefit ~~results~~continuation ~~and~~subject to ~~establish~~reduction ~~operational~~if ~~goals.~~he Insubsequently ~~addition,~~becomes ~~because~~employed weduring ~~have historically~~the ~~reported~~12 ~~certain~~month ~~non-GAAP~~period ~~results~~with ~~to investors~~benefits, weand ~~believe~~(iii) 100% ~~the~~vesting ~~inclusion~~acceleration of ~~non-GAAP~~the ~~numbers~~remaining ~~provides~~unvested ~~consistency~~option inand ~~our~~restricted ~~financial~~shares ~~reporting~~as of the termination date.

~~These~~Prior ~~measures~~to ~~should~~the beappointment, ~~considered~~Mr. Shen inprovided ~~addition~~consulting services to ~~results~~the ~~prepared~~Company since November 2005. Pursuant to the consulting arrangement, Mr. Shen is entitled to $1,500 per day in ~~accordance~~fees for his services plus reimbursement of all reasonable expenses associated with ~~GAAP,~~the services and ~~are~~is ~~not~~eligible ato ~~substitute~~an ~~for,~~additional orbonus ~~superior~~of up to, ~~GAAP~~25% ~~results.~~of the total payments paid once that ~~Consistent~~amount ~~with~~is ~~our~~determined. ~~historical~~To ~~practice~~date, ~~the~~Mr. Shen ~~non-GAAP~~has ~~measures~~been ~~included~~paid in$185,000 under the ~~attached~~consulting ~~press~~agreement. ~~release~~Mr. Shen ~~have~~will ~~been~~continue ~~reconciled~~ to ~~the~~provide ~~nearest~~services ~~GAAP~~as ~~measure~~a consultant under this agreement until June 30, 2006.

As used herein and in the press release, “GAAP” refers to accounting principles generally accepted in the United States. As stated in our press release, our non-GAAP financial measures referenced in the press release exclude the following non-cash or non-recurring charges and benefits, net of any related tax impact, from our statements of operations:

• Non-cash charges related to amortization of acquisition-related intangible assets;

• Non-cash charges related to amortization of stock-based compensation;

• Restructuring-related charges; and

• Non-recurring tax charges.

The attached press release also contains forward-looking statements relating to our anticipated performance for the three-month period ending March 31, 2006 and for the twelve-month period ending December 31, 2006. A more thorough discussion of certain factors that may affect our operating results is included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in

our latest Annual Report on Form 10-K on file with the Securities and Exchange Commission. We assume no obligation to update any such forward-looking statements.

The information in this Current Report on Form 8-K, including the information in Exhibit 99.1 is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities under that Section. Furthermore, such information shall not be deemed to be incorporated by reference into any filing made by us under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

99.1 Press Release dated February 15, 2006 containing financial information for Digital Insight for the quarter and year ended December 31, 2005, and forward-looking statements relating to Digital Insight’s anticipated performance for the quarter ending March 31, 2006 and for the twelve-month period ending December 31, 2006.

SIGNATURES

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

Date: February 15, 2006	DIGITAL INSIGHT CORPORATION
Date: June 23, 2006	DIGITAL INSIGHT CORPORATION
	By:	/s/ Tae J. Rhee
		Tae J. Rhee
		Vice President, Secretary and General Counsel

Filing Compare · DIGITAL INSIGHT CORP