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) September 13, 2011

DG FASTCHANNEL, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code (972) 581-2000

Not applicable

(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):

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

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

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

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

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 13, 2011, Messrs. William Donner and Kevin C. Howe, directors of DG FastChannel, Inc. (the “Company”), notified the Board of Directors of the Company that they have determined not to stand for re-election to the Board at the 2011 Annual Meeting of Stockholders (“Annual Meeting”). They will continue to serve on the Board as active members through the close of the Annual Meeting. Messrs. Donner and Howe have served as directors of the Company since May 2006 and February 2001 respectively. The Company is not aware of any disagreement between Messrs. Donner and Howe and the Company on any matter relating to the Company’s operations, policies or practices.

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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.