-----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, O7jTA4Jdzzlk+vB7iBs1b1qSl979XxKnIHnqd6VGe4QWvbF4iuu+ra1eQBys19tP AbjyWVn9hACtoYg9gDjOEA== 0001193805-04-000677.txt : 20040427 0001193805-04-000677.hdr.sgml : 20040427 20040427113940 ACCESSION NUMBER: 0001193805-04-000677 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040427 GROUP MEMBERS: 550 DIGITAL MEDIA VENTURES INC. GROUP MEMBERS: SONY CORPORATION OF AMERICA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EUNIVERSE INC CENTRAL INDEX KEY: 0001088244 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL- COMPUTER & PRERECORDED TAPE STORES [5735] IRS NUMBER: 061556248 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57811 FILM NUMBER: 04755996 BUSINESS ADDRESS: STREET 1: 6060 CENTER DRIVE, SUITE 300 CITY: LOS ANGELES STATE: CA ZIP: 90045 BUSINESS PHONE: 3102151001 MAIL ADDRESS: STREET 1: 6060 CENTER DRIVE, SUITE 300 CITY: LOS ANGELES STATE: CA ZIP: 90045 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SONY MUSIC ENTERTAINMENT INC CENTRAL INDEX KEY: 0001085808 IRS NUMBER: 133431958 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 550 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128337907 MAIL ADDRESS: STREET 1: 550 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 e400422_sc13da-sonymusic.txt AMENDMENT NO.6 TO SCHEDULE 13D 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. 6)* eUniverse, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 298 412 10 7 - -------------------------------------------------------------------------------- (CUSIP Number) Lisa A. Weiss, Esq. With a copy to: Senior Vice President and General Counsel David H. Landau, Esq. Sony Music Entertainment Inc. Katten Muchin Zavis Rosenman 550 Madison Avenue 575 Madison Avenue New York, New York 10022 New York, New York 10022 (212) 833-8000 (212) 940-8800 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 15, 2004 - -------------------------------------------------------------------------------- (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 Rule13d-7 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 (the "Act") 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 7 Pages CUSIP No. 298 412 10 7 SCHEDULE 13D PAGE 2 OF 7 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SONY MUSIC ENTERTAINMENT INC. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not applicable. - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 334,231 (1) OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 359,231 (2) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 359,231 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.2%(3) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! (1) 550 Digital Media Ventures Inc. ("550 DMV") holds these shares and is owned by Sony Music Entertainment Inc. ("Sony Music") and Sony Corporation of America ("SCA"). Accordingly, each of Sony Music and SCA has beneficial ownership of the shares. Sony Music is an indirect wholly-owned subsidiary of SCA. (2) Sony Music and SCA are deemed the beneficial owners of 25,000 shares of eUniverse Common Stock issuable upon the exercise of stock options held by Thomas Gewecke (See Item 6 of the Schedule 13D). (3) Based on 28,952,077 shares outstanding: (1) 28,754,000 shares outstanding as of February 10, 2004 as reported in eUniverse, Inc.'s Form 10-Q filed with the SEC on February 12, 2004, (2) an additional 173,077 shares (assuming conversion today of all of the Series B Preferred Stock held by 550 DMV) for purposes of Rule 13d-3(d) of the Exchange Act of 1934, as amended, and (3) an additional 25,000 shares of common stock issuable upon the exercise of currently exercisable options, over which shares Sony Music has dispositive power and the right to all proceeds. CUSIP No. 298 412 10 7 SCHEDULE 13D PAGE 3 OF 7 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SONY CORPORATION OF AMERICA - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 334,231 (1) OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 359,231 (2) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 359,231 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.2%(3) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! (1) 550 DMV holds these shares and is owned by Sony Music and SCA. Accordingly, Sony Music and SCA have beneficial ownership of these shares. (2) Sony Music and SCA are deemed the beneficial owners of 25,000 shares of eUniverse Common Stock issuable upon the exercise of stock options held by Thomas Gewecke (See Item 6 of the Schedule 13D). (3) Based on 28,952,077 shares outstanding: (1) 28,754,000 shares outstanding as of February 10, 2004 as reported in eUniverse, Inc.'s Form 10-Q filed with the SEC on February 12, 2004, (2) an additional 173,077 shares (assuming conversion today of all of the Series B Preferred Stock held by 550 DMV) for purposes of Rule 13d-3(d) of the Exchange Act of 1934, as amended, and (3) an additional 25,000 shares of common stock issuable upon the exercise of currently exercisable options, over which shares Sony Music has dispositive power and the right to all proceeds. CUSIP NO. 298 412 10 7 SCHEDULE 13D PAGE 4 OF 7 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 550 DIGITAL MEDIA VENTURES INC. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 334,231 OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 334,231 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 334,231 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.1%(1) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! (1) Based on 28,779,000 shares outstanding: (1) 28,754,000 shares outstanding as of February 10, 2004 as reported in eUniverse, Inc.'s Form 10-Q filed with the SEC on February 12, 2004 and (2) an additional 173,077 shares (assuming conversion today of all of the Series B Preferred Stock held by 550 DMV) for purposes of Rule 13d-3(d) of the Exchange Act of 1934, as amended. This Amendment No. 6 amends and supplements the statement on Schedule 13D, as amended (the "Schedule 13D") originally filed with the SEC on September 19, 2000 and amended on August 10, 2001, October 25, 2001, July 25, 2003, October 24, 2003 and January 27, 2004, by Sony Corporation of America ("SCA"), a New York corporation, Sony Music Entertainment Inc. ("Sony Music"), a Delaware corporation, and 550 Digital Media Ventures Inc. ("550 DMV"), a Delaware corporation, relating to the common stock, par value $0.001 per share (the "Common Stock") of eUniverse, Inc., a Delaware corporation (the "Company"). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Schedule 13D. ITEM 2. Identity and Background. Item 2 is hereby amended and restated in its entirety as follows: SCA has its principal executive offices at 550 Madison Avenue, New York, New York 10022. The principal business of SCA is the manufacture and sale, through its subsidiaries, of audio, video, communications and information technology products for the consumer and professional markets, and the music, motion picture, television and online entertainment businesses. Sony Music, an indirect wholly owned subsidiary of SCA, has its principal executive offices at 550 Madison Avenue, New York, New York 10022. The principal business of Sony Music is the development, production, manufacture, and distribution of recorded music, in all commercial formats and musical genres worldwide. 550 DMV, which is owned by Sony Music and SCA, has its principal executive offices at 550 Madison Avenue, New York, New York 10022. The principal business of 550 DMV is investment in and incubation of digital media technology companies. Sony Music and SCA are deemed the beneficial owners of the 334,231 shares of eUniverse Common Stock held through 550 DMV. Sony Music and SCA are deemed the beneficial owners of 25,000 shares of eUniverse Common Stock issuable upon the exercise of stock options held by Thomas Gewecke (See Item 6 of the Schedule 13D). The name, business address, present principal occupation or employment, name, principal business and address of any corporation or other organization in which such employment is conducted and the citizenship of each director and executive officer of each of the Reporting Persons is set forth in Schedule A, B or C as the case may be, and Schedules A, B and C are incorporated herein by reference. None of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any person listed in Schedule A, B or C to the Schedule 13D, as appropriate, has been convicted during the last five years in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 4. PURPOSE OF TRANSACTION. Item 4 is hereby amended and supplemented by adding the following thereto: On April 15, 2004, VP Alpha LLC and 550 DMV entered into an Amendment to Option Agreement and Notice of Exercise (the "Option Amendment"), which is attached hereto as Exhibit 99.1 and pursuant to which VP Alpha LLC exercised its Option to purchase 3,050,000 shares of Common Stock and 1,295,455 shares of Series B Preferred Stock from 550 DMV for aggregate consideration equal to $4,780,000. The Option Amendment also provides that VP Alpha LLC has the right to purchase the DMV Note from 550 DMV for an aggregate purchase price of 75% of the unpaid principal and accrued interest under such note at the time of purchase. If VP Alpha LLC elects to purchase the 550 DMV Note, 550 DMV shall have no further rights to receive additional consideration upon the sale by VP Alpha LLC of the shares of Common Stock it acquired pursuant to its exercise of the Option. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Items 5(a)-(c) are hereby amended as follows: (a) As of the close of business on April 23, 2004: (i) 550 DMV beneficially owns 334,231 shares of Common Stock which constitute approximately 1.1% of the shares of Common Stock outstanding; (ii) Each of SCA and Sony music beneficially owns 359,231 shares of Common Stock, consisting of the 334,231 shares of Common Stock held by 550 DMV and 25,000 shares of Common Stock issuable upon the exercise of stock options held by Thomas Gewecke (See Item 6 of the Schedule 13D). Such shares constitute approximately 1.2% of the shares of Common Stock outstanding. (b) 550 DMV has the shared power to vote or direct the vote and to dispose or to direct the disposition of the 334,231 shares reported herein as being beneficially owned by it. Each of SCA and Sony Music has the shared power to vote or direct the vote of 334,231 shares and to dispose or to direct the disposition of 359,231 shares. (c) On April 15, 2004, VP Alpha LLC exercised its Option (See Item 4, above) to purchase 3,050,000 shares of common stock and 1,295,455 shares of Series B Preferred Stock from 550 DMV for aggregate consideration equal to $4,780,000. Item 5(e) is hereby amended as follows: (e) As of April 15, 2004, each of the Reporting Persons ceased to be the beneficial owner of 5% of the Common Stock. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 is hereby amended and supplemented by incorporating herein the information set forth under Item 4 of this Amendment No. 6. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. Item 7 is hereby amended and supplemented by adding the following thereto: 99.1 Amendment to Option Agreement and Notice of Exercise, dated as of April 15, 2004, between 550 Digital Media Ventures, Inc. and VP Alpha Holdings IV, L.L.C. SIGNATURES After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct. Dated: April 23, 2004 SONY CORPORATION OF AMERICA By: /s/ Steven Kober --------------------------- Name: Steven Kober Title: Senior Vice President and Controller SONY MUSIC ENTERTAINMENT INC. By: /s/ Frank Crimmins --------------------------- Name: Frank Crimmins Title: Senior Vice President and Controller 550 DIGITAL MEDIA VENTURES INC. By: /s/ Mark Eisenberg --------------------------- Name: Mark Eisenberg Title: Secretary SCHEDULE A EXECUTIVE OFFICERS AND DIRECTORS OF SONY CORPORATION OF AMERICA The following description sets forth (i) the name and title of each executive officer and director of Sony Corporation of America, and (ii) each such individual's business address and present principal occupation. Unless otherwise specified, each person listed below is a citizen of the United States and has his or her principal business address at 550 Madison Avenue, New York, New York 10022. Name Present Principal Occupation or Employment ================================================================== Nobuyuki Idei* Chairman of the Board. Chairman, Group Chief Executive Officer, Representative Corporate Executive Officer and Director of Sony Corporation.** Kunitake Ando* Director. President, Group Chief Operating Officer, Representative Corporate Executive Officer, Officer in charge of Prefessional Solutions Network Company and Personal Solutions Business Group, and Director of Sony Corporation.** Howard Stringer Director, Chairman, Chief Executive Officer and President. Sony Group Americas Representative, Corporate Executive Officer, Vice Chairman and Officer in charge of Entertainment Business Group, and Director of Sony Corporation Teruo Masaki* Director. Corporate Senior Executive Vice President and Group General Counsel, Corporate Executive Officer and Director and Vice Chairman of the Board of Sony Corporation.** Ken Kutaragi* Director. Executive Deputy President, Corporate 1-1 Akasaka 7-Chome, Executive Officer, Officer in charge of Games Business Minato-ku, Tokyo, Group and Home Electronics Network Company and Director 107-0052 Japan of Sony Corporation.** H. Paul Burak Director. Partner, Katten Muchin Zavis Rosenman. 575 Madison Avenue New York, NY 10022 Teruhisa Tokunaka* Director. Executive Deputy President and Group Chief Strategy Officer, Representative Corporate Executive Officer.** Kenji Kitatani* Executive Vice President. Nicole Seligman Executive Vice President, General Counsel and Secretary. Robert Wiesenthal Executive Vice President and Chief Financial Officer. Emily Susskind Executive Vice President. Mary Jo Green Senior Vice President and Treasurer. Karen Halby Senior Vice President. 555 Madison Avenue New York, NY 10022 Steven Kober Senior Vice President and Controller. * Citizen of Japan. ** The principal business address of Sony Corporation is 6-7-35 Kitashinagawa, Shinagawa-ku, Tokyo 141-0001 Japan. SCHEDULE B EXECUTIVE OFFICERS AND DIRECTORS OF SONY MUSIC ENTERTAINMENT INC. The following description sets forth (i) the name and title of each executive officer and director of Sony Music Entertainment Inc., and (ii) each such individual's business address and present principal occupation. Unless otherwise specified, each person listed below is a citizen of the United States and has his or her principal business address at 550 Madison Avenue, New York, New York 10022. Name Present Principal Occupation or Employment ================================================================== Howard Stringer Director. Chairman, Chief Executive Officer and President of SCA, Sony Group Americas Representative, Corporate Executive Officer, Vice Chairman and Officer in charge of Entertainment Business Group, and Director of Sony Corporation Norio Ohga* Director. Retired. Honorary Chairman of Sony Corporation.** Nobuyuki Idei* Director. Chairman of the Board, Representative Director and Chief Executive Officer of Sony Corporation.** Andrew Lack Director, Chairman and Chief Executive Officer. Frank Stanton Director. Retired. 25 West 52nd Street 14th Floor New York, NY 10019 Ken Kutaragi* Director. President and Chief Executive Officer of Sony 1-1 Akasaka 7-Chome, Computer Entertainment Inc. Minato-ku, Tokyo, 107-0052 Japan Masao Morita* Director. President of Sony Music Entertainment Japan. 4-5 Rokubancho Chiyoda-ku, Tokyo, 102-8353 Japan H. Paul Burak Director. Partner, Katten Muchin Zavis Rosenman. 575 Madison Avenue New York, NY 10022 Teruo Masaki* Director. Corporate Senior Executive Vice President and Director of Sony Corporation.** Teruhisa Tokunaka* Director. Executive Deputy President, Chief Financial Officer and Representative Director of Sony Corporation.** Kunitake Ando* Director. President, Chief Operating Officer and Representative Director of Sony Corporation.** Robert Bowlin Executive Vice President. Michele Anthony Executive Vice President. Lisa Weiss Senior Vice President, General Counsel and Secretary. Barry Ilberman Senior Vice President, Administration & Personnel. Kevin Kelleher Executive Vice President and Chief Financial Officer. Frank Crimmins Senior Vice President and Controller. Mary Jo Green Senior Vice President and Treasurer. Senior Vice President and Treasurer of SCA. Philip Wiser Senior VP, Digital Services Group and Chief Technology Officer, SMEI * Citizen of Japan. ** The principal business address of Sony Corporation is 6-7-35 Kitashinagawa, Shinagawa-ku, Tokyo 141-0001 Japan. SCHEDULE C EXECUTIVE OFFICERS AND DIRECTORS OF 550 DIGITAL MEDIA VENTURES INC. The following description sets forth (i) the name and title of each executive officer and director of 550 Digital Media Ventures Inc., and (ii) each such individual's business address and present principal occupation. Unless otherwise specified, each person listed below is a citizen of the United States and has his or her principal business address at 550 Madison Avenue, New York, New York 10022. Name Present Principal Occupation or Employment ================================================================== Phil Wiser President. Thomas Gewecke Vice President. Senior Vice President, New Technology and Business Development of Sony Music. Karen Halby Vice President, Director of Taxes. Senior Vice 555 Madison Avenue President, SCA. New York, NY 10022 Teruo Masaki* Director. Corporate Senior Executive Vice President and Director of Sony Corporation.** Howard Stringer Director. Chairman, Chief Executive Officer and President of SCA, Sony Group Americas Representative, Corporate Executive Officer, Vice Chairman and Officer in charge of Entertainment Business Group, and Director of Sony Corporation Robert Wiesenthal Director, Vice President. Mary Ellen Palmacci Vice President, Payroll. Kevin M. Kelleher Director. Executive Vice President and Chief Financial Officer, Sony Music. Mark Eisenberg Secretary. Frank Crimmins Treasurer. Senior Vice President, Worldwide Business Development, Sony Music. Robert M. Bowlin Director. Executive Vice President, Sony Music. Yair Landau Director. * Citizen of Japan. ** The principal business address of Sony Corporation is 6-7-35 Kitashinagawa, Shinagawa-ku, Tokyo 141-0001 Japan. EX-99.1 2 e400422_ex99-1.txt OPTION AGREEMENT AND NOTICE OF EXERCISE AMENDMENT TO OPTION AGREEMENT AND NOTICE OF EXERCISE THIS AMENDMENT TO OPTION AGREEMENT AND NOTICE OF EXERCISE (this "Agreement") is made on April 15, 2004, by and among 550 Digital Media Ventures, Inc. ("Seller") and VP Alpha Holdings IV, L.L.C. ("Buyer"). Recitals A. Pursuant to the terms of the Option Agreement (the "Option Agreement"), dated as of July 15, 2003 by and among Seller, eUniverse, Inc. (the "Company") and Buyer, Buyer acquired an option to purchase any and all of 3,050,000 shares of Common Stock ("Common Stock") and 1,750,000 shares of Series B Preferred Stock of the Company ("Series B Preferred Stock") held by Seller. B. Pursuant to the terms of the 550 DMV Consent and Waiver Agreement, dated October 31, 2003 (the "Option Agreement Amendment"), Buyer partially exercised its option under the Option Agreement and purchased 454,545 shares of Series B Preferred Stock from Seller. C. Buyer and Seller desire to further amend the Option Agreement as hereinafter provided. NOW, THEREFORE, in consideration of the foregoing Recitals, the parties hereto agree as follows: 1. Notice of Partial Exercise. Pursuant to the Option Agreement, Buyer hereby elects to purchase the remaining 3,050,000 shares of Common Stock and the remaining 1,295,455 shares of Series B Preferred Stock from Seller subject to the Option Agreement, each at the price of $1.10 per Share (together with the Series B shares previously purchased from Seller, the "Purchased Shares") for an aggregate consideration of $4,780,000 (the "Shares Purchase Price"). Payment for the shares purchased hereunder shall be made by Buyer to Seller promptly by wire transfer, pursuant to wire transfer instructions to be given by Seller. 2. No Seller Rights with Respect to Purchased Shares. Subject to Seller's receipt of the Shares Purchase Price and the Note Purchase Price, Section 4(b) of the Option Agreement shall be eliminated and Seller shall have no further rights to receive consideration or otherwise with respect to the Purchased Shares. For the avoidance of doubt, if Buyer or its designee does not purchase the Note and pay to Seller the full Note Purchase Price in accordance with Section 4(c) below, Section 4(b) of the Option Agreement and Buyer's obligations thereunder shall continue in full force and effect. 3. Seller Representations and Warranties. Seller hereby reaffirms that the representations and warranties of Seller contained in Section 6 of the Option Agreement are true and complete as of the date hereof and are applicable to all shares sold by Seller hereunder. Buyer hereby reaffirms that the representations and warranties of Buyer contained in Section 7 of the Option Agreement are true and complete as of the date hereof and are applicable to all shares purchased by Buyer hereunder. 4. Promissory Note. (a) Seller is the owner of a Promissory Note dated October 31, 2003, issued from the Company to the Seller, in the principal face amount of $2,403,527.87, together with any accrued interest ("Note"). (b) If Buyer or its designee elects to purchase the Note pursuant to Section 4(c) below, Seller represents and warrants to the Buyer that on the date hereof and on the date the Note is transferred to Buyer or its designee: (i) The Note has been duly authorized, executed and delivered by the Company and is a valid and binding obligation of the Company, enforceable in accordance with the terms against the Company. A true, correct, and complete copy of the Note is set forth in Exhibit A annexed hereto. (ii) The sale of the Note by Seller to Buyer or its designee will not contravene any provision of applicable law, or the certificate of incorporation or the bylaws of Seller, or, to Seller's knowledge, any agreement or other instrument binding upon Seller or any judgment, order or decree of any governmental body, agency or court having jurisdiction over Seller, and to Seller's knowledge, no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the sale of the Note by Seller to Buyer or its designee. (iii) Seller has valid title to the Note and the legal right and power, and subject to the Company's execution hereof and compliance with Section 4(c) below, all authorization and approval required by law, to sell, transfer, and deliver the Note to Buyer or its designee. (iv) Delivery of the Note to be sold by Seller hereunder will pass title to the Note to Buyer or its designee free and clear of any security interests, claims, liens, equities, and other encumbrances. (v) The purchase price for the Note may or may not reflect the actual value of the Note, that Seller has investigated the value independently, that it has been represented by counsel, and that it understands that the value of the Note when ultimately paid by the Company may be significantly higher than the price paid for the Note by Buyer or its designee. (c) If the Note can be amended in a manner satisfactory to Buyer in its sole discretion, Buyer or its designee shall purchase, and Seller shall sell, the Note, within the next sixty (60) days for a price equal to seventy-five percent (75%) of the unpaid principal and accrued interest at the time of purchase (the "Note Purchase Price"). Buyer shall notify Seller in writing two (2) days in advance as to the actual date of purchase if Buyer or its designee elects to purchase the Note. Wire transfer of such funds shall be made promptly by Buyer or its designee to Seller within the next sixty (60) days, pursuant to wire transfer instructions to be given by Seller. Seller shall promptly deliver the original Note to Buyer or its designee. 2 (d) Upon payment of the Note Purchase Price, Seller shall assign and transfer to Buyer or Buyer's designee any and all of Seller's security interests and rights related thereto in the assets of the Company. Seller shall cooperate as reasonably requested by Buyer to receive all benefits associated with such security interests and rights. 5. No Other Amendments. Except as amended hereby, the Option Agreement remains in full force and effect. [Signature Page to Follow] 3 IN WITNESS WHEREOF, this Amendment to the Option Agreement and Notice of Exercise has been duly executed and delivered by Buyer and Seller as of the day and year written above: SELLER: 550 Digital Media Ventures, Inc., on behalf of itself and Sony Music Entertainment Inc. and its subsidiaries By: /s/ Mark Eisenberg -------------------------------------- Name: Mark Eisenberg ------------------------------------ Title: Secretary ----------------------------------- BUYER VP Alpha Holdings IV, L.L.C. By: VantagePoint Venture Associates IV, L.L.C., Its Managing Member By: /s/ James D. Marver --------------------------------------- Name: James D. Marver ------------------------------------- Title: Managing Member ------------------------------------ The Company hereby consents to the foregoing amendment of the Option Agreement, such consent being limited to any required pursuant to Section 16 thereof in order to give effect to such amendment, and such consent, for the avoidance of doubt, not extending to any required for transfer or assignment of the Note. Capitalized terms used in the preceding sentence have the meaning ascribed to them in the foregoing Agreement. COMPANY eUniverse, Inc. By: /s/ -------------------------------------- Name: Title: Chief Executive Officer 4 -----END PRIVACY-ENHANCED MESSAGE-----