DEFA14A 1 v24149dfdefa14a.htm DEFINITIVE ADDITIONAL MATERIALS defa14a
 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
         
Filed by the Registrant   þ
        
 
        
Filed by a Party other than the Registrant
  o    
 
        
Check the appropriate box:
        
 
        
o   Preliminary Proxy Statement
  o   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
 
        
o   Definitive Proxy Statement
        
 
        
þ   Definitive Additional Materials
        
 
        
o   Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
LOUDEYE CORP.
(Name of Registrant as Specified in Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ   No fee required.
o   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
CALCULATION OF FILING FEE
                                             
 
                  Per unit price                    
                  or other                    
                  underlying                    
        Aggregate       value of                    
        number of       transaction                    
        securities       computed       Proposed            
        to which       pursuant to       maximum            
  Title of each class of securities to which     transaction       Exchange Act       aggregate value            
  transaction applies     applies       Rule 0-11       of transaction       Total fee paid    
 
 
                                          
 
                 
o   Fee paid previously with preliminary materials.
 
                
o   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
 
                
 
  (1)   Amount Previously Paid:      
 
           
 
                
 
  (2)   Form, Schedule or Registration Statement No.:    
 
               
 
                
 
  (3)   Filing Party:        
 
         
 
                
 
  (4)   Date Filed:        
 
         

 

THE FOLLOWING DISCLOSURE WAS INCLUDED IN ITEM 8.01 OF A CURRENT REPORT ON FORM 8-K FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BY LOUDEYE CORP. ON OCTOBER 10, 2006:
On October 6, 2006, a purported class action lawsuit captioned, Eli Rodriguez v. Loudeye Corp. et. al., Case No. 06-2-32528-1 SEA, was filed in the Superior Court of the State of Washington for King County against us, our current directors, Nokia Inc. and Loretta Acquisition Corporation, a wholly-owned subsidiary of Nokia Inc. The complaint alleges that Loudeye and our directors breached their fiduciary duties to Loudeye’s stockholders in the evaluation, negotiation, entry into and disclosure of the proposed merger transaction between Loudeye and Nokia. The complaint also alleges that Nokia and Loretta Acquisition Corporation aided and abetted Loudeye and its directors’ alleged breach of their fiduciary duties. The complaint seeks to enjoin Loudeye and Nokia from consummating or closing the proposed merger transaction, or in the event the merger is consummated to rescind and set it aside. The complaint also seeks an award of plaintiffs costs and expenses including legal fees.
The time for the defendants to respond to the complaints described above has not yet expired and, to date, no motions have been filed by any of the parties to the lawsuit. We intend to vigorously defend against the claims and allegations in the complaint. Defending these actions may require significant attention and resources of management and, regardless of the outcome, result in significant legal expenses.
On September 1, 2006, Loudeye filed a proxy statement in connection with the proposed merger. Investors and Loudeye’s stockholders are urged to read carefully the proxy statement and other relevant materials because they contain important information about the proposed merger. Investors and stockholders may obtain free copies of these documents and other documents filed by the Company with the SEC through the web site maintained by the SEC at www.sec.gov. In addition, investors and stockholders may obtain free copies of the documents filed with the SEC by Loudeye by going to the Loudeye’s corporate website at www.loudeye.com or by directing a request by mail or telephone to Loudeye Corp.,1130 Rainier Avenue South, Seattle, WA 98144, Attention: Corporate Secretary, Telephone: (206) 832-4000. Investors and stockholders are urged to read the proxy statement and the other relevant materials before making any voting decision with respect to the merger.
Loudeye and certain of its directors, executive officers and other members of management and employees may, under the rules of the SEC, be deemed to be “participants” in the solicitation of proxies from stockholders of Loudeye in favor of the proposed merger. A description of any interests that Loudeye’s officers and directors have in the proposed merger is available in the proxy statement. Information regarding certain of these persons and their beneficial ownership of Loudeye common stock is also set forth in the proxy statement. These documents are available free of charge at the SEC’s web site at www.sec.gov or by going to Loudeye’s corporate website at www.loudeye.com.