Santa Clara, Calif.-based Beyond.com said it was unable to secure additional capital to strengthen its balance sheet and satisfy its debt obligations.

Eden Prairie, Minn.-based Digital River will pay $3.5 million in cash and $7.5 million in common stock to Beyond.com for its eStores and Government Systems Group businesses, subject to certain escrow and sale restrictions. Digital River is not assuming any liabilities of Beyond.com other than obligations under the Beyond.com client contracts.

The Chapter 11 filing will enable Beyond.com to maintain operation of its business during the sale approval process.

"This filing protects the value of Beyond.com's business, including its eStores and Government Systems businesses for the benefit of Beyond.com's creditors, and will help to ensure that our customers continue to receive uninterrupted service through the sale process," said Ron Smith, president and CEO of Beyond.com.

The deal also provides Beyond.com with an earn-out for an additional $1.5 million in Digital River common stock.

Beyond.com was in trouble as early as January of 2000, when it lost a CEO, abandoned retail software sales and refocused on the B2B area. The company began life in 1998 as an Internet "software superstore" called Software.net Corp.

Ex-CEO Mark Breier reportedly gained notoriety in 1999 by appearing on TV in only his boxer shorts to tout the firm's business, according to Hoover's Online.

Founded in 1994, Digital River is an e-commerce outsource provider, offering more than 13,000 companies complete e-commerce systems and services.

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