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

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~ Pursuant TOto ~~SECTION~~ Section 13 ORor 15(d) OFof ~~THE SECURITIES~~the ~~EXCHANGE~~Securities ~~ACT~~Exchange OFAct of 1934

~~DATE~~Date OFof ~~REPORT~~Report (~~DATE~~Date OFof ~~EARLIEST~~Earliest ~~EVENT~~Event ~~REPORTED~~Reported): June 18 17, 2007

Authorize.Net Holdings, Inc. __________________________________________ (Exact name of registrant as specified in its charter)

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)


Delaware	000-21319	04-3065140
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

293 Boston Post Road West, Suite 220, Marlborough, Massachusetts		01752
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

~~DELAWARE~~Registrant’s ~~(STATE~~telephone ORnumber, ~~OTHER~~including ~~JURISDIC-~~area ~~TION~~code: ~~OF INCORPORATION) 000~~508-~~21319 (COMMISSION FILE NUMBER) 04~~229-~~3065140 (IRS EMPLOYER IDENTIFICATION NO.)~~3200

~~293~~ Not ~~BOSTON~~Applicable ______________________________________________ Former ~~POST~~name ~~ROAD~~or ~~WEST,~~former ~~MARLBOROUGH~~address, ~~MASSACHUSETTS~~if ~~01752 (ADDRESS~~changed OFsince ~~PRINCIPAL~~last ~~EXECUTIVE OFFICES) (ZIP CODE)~~report

~~REGISTRANT’S~~ Check ~~TELEPHONE~~the ~~NUMBER,~~appropriate ~~INCLUDING~~box ~~AREA~~below ~~CODE~~if ~~(508) 229~~the Form 8-~~3200~~K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~NOT~~ [ ] Written ~~APPLICABLE~~communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (~~FORMER~~17 ~~NAME~~CFR OR240.14a-12) [ ] Pre-commencement ~~FORMER~~communications ~~ADDRESS,~~pursuant IFto ~~CHANGED~~Rule ~~SINCE~~14d-2(b) ~~LAST~~under ~~REPORT~~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))

~~CHECK THE APPROPRIATE BOX BELOW IF THE FORM 8-K FILING IS INTENDED TO SIMULTANEOUSLY SATISFY THE~~ ~~FILING~~ Top ~~OBLIGATION~~of OFthe ~~THE REGISTRANT UNDER ANY OF THE FOLLOWING PROVISIONS:~~Form

þ Item ~~WRITTEN~~1.01 ~~COMMUNICATIONS~~Entry ~~PURSUANT~~into TOa ~~RULE~~Material ~~425~~Definitive ~~UNDER THE SECURITIES ACT (17 CFR 230~~Agreement.~~425)~~

o On ~~SOLICITING~~June ~~MATERIAL~~17, ~~PURSUANT~~2007, TOwe ~~RULE~~entered ~~14a~~into an Agreement and Plan of Reorganization (the "Merger Agreement") by and among CyberSource Corporation ("CSC"), Congress Acquisition-12Sub, ~~UNDER~~Inc., ~~THE~~Congress ~~EXCHANGE~~Acquisition ~~ACT~~Sub 1, LLC and Authorize.Net Holdings, Inc. (17"Authorize.Net" ~~CFR~~or ~~240~~the "Company"), whereby CyberSource Corporation agrees to acquire us in a stock and cash transaction valued at approximately $565 million, as of the close of the NASDAQ Global Market System on June 15, 2007.~~14a~~ Under the Merger Agreement, our shareholders will receive 1.1611 shares of CyberSource common stock for every share of Authorize.Net common stock. Additionally, our shareholders will receive a pro-12rata share of $125 million in the form of a cash payment and cash in lieu of fractional shares. The Merger Agreement was approved by the boards of directors of both CyberSource and Authorize.Net. The transaction will be effected through two sequential mergers. First, Congress Acquisition Sub, Inc. ("Merger Sub"), a newly formed wholly-owned subsidiary of CSC, will merge with and into the Company with the Company remaining as the surviving corporation and a wholly-owned subsidiary of CSC. Second, the surviving corporation will then merge with and into Congress Acquisition Sub 1, LLC, a newly formed wholly-owned subsidiary of CSC ("LLC Merger Sub"), with LLC Merger Sub remaining as the surviving entity (the "Mergers ").In addition, all options to purchase Authorize.Net common stock outstanding at the effective time of the Mergers held by Authorize.Net employees who join CSC shall be assumed in full by CSC and converted into an option to purchase CSC common stock. All directors and executive officers of Authorize.Net who will not be joining CSC as employees following the consummation of the Mergers, and certain other designated Authorize.Net employees will have their options cancelled in exchange for cash.The Merger Agreement contains customary representations, warranties and covenants of CSC and the Company. The representations and warranties of each party set forth in the Merger Agreement have been made solely for the benefit of the other party to the Merger Agreement and such representations and warranties should not be relied on by any other person. In addition, such representations and warranties (i) have been qualified by disclosures made to the other party in connection with the Merger Agreement, (ii) will not survive consummation of the Mergers and cannot be the basis for any claims under the Merger Agreement by the other party after termination of the Merger Agreement, (iii) are subject to the materiality standards contained in the Merger Agreement which may differ from what may be viewed as material by investors and (iv) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement. The Mergers are subject to customary conditions to closing, including (i) the approval of the holders of CSC’s common stock, (ii) the approval of the holders of Authorize.Net’s common stock, (iii) the declaration by the SEC that the joint proxy statement/prospectus is effective, (iv) the lapse of applicable waiting periods under the HSR Act, (v) the absence of any material adverse effect with respect to each party’s business (in each case, subject to certain exceptions), and (vi) the approval of CSC common stock to be issued in the Mergers to be listed on NASDAQ. The closing of the Mergers is expected to occur late in the third quarter or in the fourth quarter of the year ending December 31, 2007.The Merger Agreement may be terminated by either Authorize.Net or CSC under certain circumstances, including if the Mergers are not consummated by November 30, 2007. The Merger Agreement also provides that upon termination under specified circumstances one party may be required to pay the other party a termination fee of $17 million. The Merger Agreement provides that Robert E. Donahue, our President and CEO, will join the CSC Board of Directors once the Mergers are completed. Roy Banks, President of Authorize.Net Corp., has also agreed to remain President of Authorize.Net after the Mergers.The foregoing description of the Mergers and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement attached as Exhibit 2.1 and incorporated herein by reference.

o Item ~~PRE-COMMENCEMENT~~8.01 ~~COMMUNICATIONS~~Other ~~PURSUANT TO RULE 14d-2(b) UNDER THE EXCHANGE ACT (17 CFR 240~~Events.~~14d-2(b))~~

o On ~~PRE-COMMENCEMENT~~June ~~COMMUNICATIONS~~18, ~~PURSUANT~~2007, TOwe ~~RULE~~announced ~~13e~~our intention not to proceed with our previously announced non-~~4(c)~~binding ~~UNDER~~offer ~~THE~~to ~~EXCHANGE~~acquire ~~ACT~~Payment ~~(17~~Services ~~CFR~~Interactive ~~240~~Gateway, Inc.~~13e-4(c))~~ A copy of the press release issued on June 18, 2007 and entitled "Authorize.Net Holdings, Inc. Announces Decision not to Proceed with Previously Announced Offer to Acquire Payment Services Interactive Gateway Corp." is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

~~ITEM~~ Item 89.01 ~~ENTRY~~ ~~INTO~~Financial AStatements ~~MATERIAL~~and ~~DEFINITIVE AGREEMENT~~Exhibits.

~~On June 18, 2007, we issued a press release announcing that we had entered into an Agreement and~~ ~~Plan of Reorganization~~ (~~the “Agreement”~~c) ~~by and among CyberSource Corporation (“CSC”), Congress Acquisition-Sub, Inc~~ EXHIBITS.~~, Congress Acquisition Sub~~ 2.1, Agreement ~~LLC~~ and ~~Authorize.Net~~Plan ~~Holdings, Inc. (“Authorize.Net” or the “Company”), whereby CyberSource Corporation agrees to acquire us in a stock and cash transaction valued at approximately $565 million, as~~ of ~~the close of the NASDAQ Global Market System on June 15, 2007~~Reorganization99. ~~Under the Agreement, our shareholders will receive~~ 1~~.1611~~ Press ~~shares of~~release ~~CyberSource~~entitled ~~common stock for every share of~~ "Authorize.Net ~~common stock. Additionally~~Holdings, our shareholders will receive a pro-rata share of approximately $125 million in the form of a cash payment and cash in lieu of fractional shares. The Agreement was approved by the boards of directors of both CyberSource and Authorize.Net. The transaction will be effected through two sequential mergers. First, Congress Acquisition Sub, Inc. ~~(“Merger~~Announces ~~Sub”),~~Decision anot ~~newly~~to ~~formed wholly-owned~~Proceed ~~subsidiary of CSC, will merge~~ with ~~and~~Previously ~~into~~Announced ~~the~~Offer Company with the Company remaining as the surviving corporation and a wholly-owned subsidiary of CSC. Second, the surviving corporation will then merge with and into Congress Acquisition Sub 1, LLC, a newly formed wholly-owned subsidiary of CSC (“LLC Merger Sub”), with LLC Merger Sub remaining as the surviving entity (the “Mergers ”). A copy of the press release issued on June 18, 2007 entitled “CyberSource to Acquire ~~Authorize.Net”~~ isPayment ~~furnished~~Services ~~herewith~~Interactive asGateway ~~Exhibit 99~~Corp.~~1 and is incorporated herein by reference.~~"

~~ITEM~~ Top ~~3.03. MATERIAL~~of ~~MODIFICATION~~the ~~TO RIGHTS OF SECURITY HOLDERS.~~Form

~~On June 15, 2007, we adopted Amendment No. 2 to our Rights Agreement dated as of November 14, 1997~~ ~~with American Stock Transfer and Trust Company as amended on January 24, 2007, which may be deemed~~ ~~material. The Amendment changes the definition of “Beneficial Owner” in Section 1 of the Rights~~ ~~Agreement to exclude from that definition securities which a Person or any of such Person’s~~ SIGNATURES ~~Affiliates or Associates may be deemed to have the right to acquire pursuant to any merger or other~~ ~~acquisition or reorganization agreement between the Company and such Person (or one or more of its~~ Affiliates or Associates) if such agreement has been approved by the Board of Directors of the Company prior to there being an Acquiring Person. The foregoing description of Amendment No. 2 is qualified in its entirety by the terms of Amendment No. 2, a copy of which is filed as Exhibit 4.1.

ITEM 7.01 REGULATION FD DISCLOSURE

On June 18, 2007, certain officers of Authorize.Net are participating in a conference call regarding the Mergers. The script for such conference call is furnished herewith as Exhibit 99.2 and is incorporated herein by reference.

In addition, we made available to Authorize.Net employees certain information regarding the transaction contained in a presentation regarding the Mergers that was given to Authorize.Net employees on June 18, 2007.

The foregoing description of the conference call script and presentation to employees does not purport to be complete and is qualified in its entirety by reference to the conference call script

and presentation to employees attached as Exhibits 99.2 and 99.3 respectively, and incorporated herein by reference.

The information set forth in item 8.01 below is hereby incorporated by reference in this item 7.01.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

4.1 Amendment No. 2 to Rights Agreement dated November 14, 1997 with American Stock Transfer and Trust Company as Rights Agent

99.1 Press Release dated June 18, 2007 entitled “CyberSource to Acquire Authorize.Net.”

99.2 Script of Conference Call held by CyberSource Corporation on June 18, 2007

99.3 Presentation to Employees delivered June 18, 2007

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.

Authorize.Net Holdings, Inc. By: /s/ Timothy C. O’Brien Timothy C. O’Brien Vice President, Finance and Administration, Chief Financial Officer and Treasurer


	Authorize.Net Holdings, Inc.

June 19, 2007	By:	Timothy C. O'Brien

		Name: Timothy C. O'Brien
		Title: Chief Financial Officer

~~June 18,~~ Top ~~2007~~of the Form

Exhibit Index


Exhibit No.		Description

2.1		Agreement and Plan of Reorganization
99.1		Press Release entitled “Authorize.Net Holdings, Inc. Announces Decision not to Proceed with Previously Announced Offer to Acquire Payment Services Interactive Gateway Corp.”

Filing Compare · Authorize.Net Holdings, Inc.