DWRI Design Within Reach (MM)

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 12, 2009

DESIGN WITHIN REACH, INC.

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code: (415) 676-6500

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):

On February 12, 2009, Design Within Reach, Inc. (the “Company”) and American Stock Transfer & Trust Company, LLC entered into the Second Amendment to Rights Agreement (the “Second Amendment”) amending the Company’s Rights Agreement dated as of May 23, 2006, as amended by the First Amendment to Rights Agreement, dated December 13, 2007. The Rights Agreement is attached as an exhibit to the Company’s report on Form 8-K filed on May 25, 2006. The First Amendment to Rights Agreement is attached as an exhibit to the Company’s report on Form 8-K filed on December 14, 2007. The Rights Agreement, as amended to date, is referred to in this report as the “Rights Agreement.”

Under the Rights Agreement, the rights would become exercisable ten days following a public announcement that a person or group of affiliated or associated persons has acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the Company’s common stock. The rights also would become exercisable ten business days following the commencement or announcement of an intention to make a tender offer or exchange offer, the consummation of which would result in the beneficial ownership by a person or group of 15% or more of the Company’s common stock. The Rights Agreement contains limited exceptions to the 15% beneficial ownership limit. Under these exceptions, individuals and entities affiliated with Glenhill Advisors, LLC (“ Glenhill ”) and individuals and entities affiliated with Sun Capital Securities, LLC (“ Sun ”) will be subject to a 17.5% beneficial ownership limit so long as they report or are required to report their ownership on Schedule 13G or Schedule 13D under the Securities Exchange Act of 1934, as amended, and their Schedule 13G or Schedule 13D does not state or is not required to state any present intention to hold such common stock with the purpose or effect of changing or influencing the control of the Company, nor in connection with or as a participant in any transaction having such purpose or effect.

The Second Amendment is intended to provide stockholders with greater flexibility to confer with one another and make joint proposals to acquire the Company in the circumstances described in the Second Amendment without triggering the rights.

First, the Second Amendment provides that stockholders may enter into an agreement, arrangement or understanding with one another relating to making a joint proposal to acquire the Company without being treated as a group for purposes of applying the 15% or 17.5% threshold, as the case may be. For the exception created by the Second Amendment to be applicable, the agreement, understanding or arrangement must relate solely to their making a proposal on or before April 30, 2009, which

Secondly, the Second Amendment creates limited exceptions to the requirement that Glenhill and Sun must hold their shares as passive investors if they hold more than 15% but less than 17.5% of the outstanding common stock. Under the Second Amendment, neither Glenhill nor Sun will not lose the right to hold more than 15% but less than 17.5% of the outstanding common stock without triggering the rights by virtue of filing a Schedule 13D amendment that discloses that it intends to make, or has made, a proposal for a negotiated transaction to the Board of Directors of the Company or a committee of the Board, so long as:

The Rights Agreement, as modified by the First Amendment and the Second Amendment, remains in full force and effect. The Second Amendment, which is filed as an exhibit to this report on Form 8-K, is incorporated herein by reference. The foregoing description of the Second Amendment is qualified in its entirety by reference to such exhibit.

The information under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

SIGNATURES

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

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