-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G96V9CafW6nkHMQq1pGNBMlqgwb7TbeyH8aM9gyiNEkbbMzBBdrwqws6r6FEQINe +0gbnhz7uDVGPZEek9ZUDg== /in/edgar/work/20000907/0000891554-00-002122/0000891554-00-002122.txt : 20000922 0000891554-00-002122.hdr.sgml : 20000922 ACCESSION NUMBER: 0000891554-00-002122 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000907 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEDIABAY INC CENTRAL INDEX KEY: 0001040973 STANDARD INDUSTRIAL CLASSIFICATION: [5961 ] IRS NUMBER: 650429858 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-52737 FILM NUMBER: 717982 BUSINESS ADDRESS: STREET 1: 2295 CORPORATE BLVD STE 222 CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: 5612411426 MAIL ADDRESS: STREET 1: 2295 CORPORATE BLVD 222 CITY: BOCA RATON STATE: FL ZIP: 33431 FORMER COMPANY: FORMER CONFORMED NAME: AUDIO BOOK CLUB INC DATE OF NAME CHANGE: 19970612 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HERRICK EVAN CENTRAL INDEX KEY: 0001113171 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O NORTH HARTFORD REALTY INC STREET 2: 20 COMMUNITY PL CITY: MORRISTOWN STATE: NJ ZIP: 07960 BUSINESS PHONE: 9735391390 MAIL ADDRESS: STREET 1: NORTH HARTFORD REALTY INC STREET 2: 20 COMMUNITY PL CITY: MORRISTOWN STATE: NJ ZIP: 07960 SC 13D/A 1 schedule13d_23577.txt SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 2)* MediaBay, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, no par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 58446J108 - -------------------------------------------------------------------------------- (CUSIP Number) Brad L. Shiffman, Esq. Blank Rome Tenzer Greenblatt LLP 405 Lexington Avenue, New York, New York 10174 (212) 885-5442 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 23, 2000 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 4 Pages SCHEDULE 13D - ----------------------------- ----------------------------- CUSIP NO. 58446J108 Page 2 of 4 Pages ----- ----- - ----------------------------- ----------------------------- ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Evan Herrick ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [x] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* NA ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States ________________________________________________________________________________ 7 SOLE VOTING POWER 1,408,080 (includes 1,300,000 shares of Common Stock NUMBER OF issuable if options are exercised and convertible notes are converted) as of August 23, 2000 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,408,080 (includes 1,300,000 shares of Common Stock issuable if options are exercised and convertible notes PERSON are converted) as of August 23, 2000 _________________________________________________________________ WITH 10 SHARED DISPOSITIVE POWER 0 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,408,080 (includes 1,300,000 shares of Common Stock issuable if options are exercised and convertible notes are converted) as of August 23, 2000 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] Does not include 150,000 shares of Common Stock issuable upon exercise of options held by the Reporting Person as to which the Reporting Person has transferred voting and dispositive power and 714,284 shares of Common Stock issuable upon conversion of convertible notes which ae not convertible within 60 days. ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.6% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* IN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 2 of 4 Pages This Amendment is being filed solely to reflect a change in the Reporting Person's beneficial ownership of the Common Stock, no par value (the "Common Stock") of MediaBay, Inc. (the "Company"). Except a amended hereby, there has been no change in the information contained in the Schedule 13D, as previously amended. Item 3. Source and Amount of Funds or other Consideration. On June 19, 2000, the Reporting Person sold 35,450 shares of Common Stock in open market transaction at an aggregate purchase price of $129,649. On June 22, 2000, the Reporting Person sold 2,500 shares of Common Stock in open market transactions at an aggregate price of $9,451. On June 30, 2000, the Reporting Person sold 2,000 shares of Common Stock in open market transactions at an aggregate purchase price of $6,685. On July 31, 2000, the Reporting Person gifted 6,000 shares of Common Stock to a relative. On August 23, 2000, the Company agreed to reduce the conversion price of the $3,000,000 principal amount convertible promissory notes (the "Convertible Notes") issued by the Company to the Reporting Person to $1.75 per share in consideration for the Reporting Person's agreement to, among other things, (i) forego monthly interest payments under the Convertible Notes from July 31, 2000 through December 31, 2000, (ii) eliminate the anti-dilution provisions (other than the mechanical anti-dilution) provisions of the Convertible Notes, (iii) give the Company the option to make payments of interest on or after January 1, 2001 in cash or in registered shares of Common Stock based on the conversion price of the Convertible Notes in effect on the scheduled interest payment dates and (iv) loan or arrange for a loan to the Company, at the Company's written request within 15 days after the entire amount of Convertible Notes are converted by the Reporting Person, of up to $500,000 on terms substanially similar to the Convertible Notes (except that the conversion price of any convertible notes issued in connection with such loan shall be equal to the fair market value of the Common Stock at the time of the loan). As part of the transaction, the Reporting Person agreed not to convert $1,250,000 principal amount of the Convertible Notes prior to April 21, 20001 without the Company's prior written consent. Item 5. Interest in Securities of the Issuer. As of August 23, 2000, the Reporting Person beneficially owned an aggregate of 1,408,080 shares of Common Stock, constituting approximately 9.6% of the outstanding Common Stock. This amount does not include 150,000 shares of Common Stock issuable upon exercise of options held by the Reporting Person as to which the Reporting Person has transferred voting and dispositive power and 714,284 shares of Common Stock issuable upon conversion of $1,250,000 principal amount of Convertible Notes which is not convertible without the Company's prior written consent within 60 days from the date of this Amendment. See Items 7 - 11 of the cover sheet of this Amendment. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. None. Item 7. Materials to be filed as Exhibits. None Page 3 of 4 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATE: September 7, 2000 /s/ Evan Herrick -------------------------------------------- Evan Herrick Page 4 of 4 Pages -----END PRIVACY-ENHANCED MESSAGE-----