-----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, Og8HmZiIeCT3d1WKPlrbpWkp+HYBAK4fu69UyesPEoreTc4ZlpnfdD97UuW0DQEJ l0/qMKtHUGBn4iLr5u+cNQ== 0001123292-03-000419.txt : 20030905 0001123292-03-000419.hdr.sgml : 20030905 20030905205835 ACCESSION NUMBER: 0001123292-03-000419 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000825 FILED AS OF DATE: 20030905 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MEDIABAY INC CENTRAL INDEX KEY: 0001040973 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 650429858 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2 RIDGEDALE AVENUE CITY: CEDAR KNOLLS STATE: NJ ZIP: 07927 BUSINESS PHONE: 9735399528 MAIL ADDRESS: STREET 1: 2 RIDGEDALE AVENUE CITY: CEDAR KNOLLS STATE: NJ ZIP: 07927 FORMER COMPANY: FORMER CONFORMED NAME: AUDIO BOOK CLUB INC DATE OF NAME CHANGE: 19970612 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HERRICK NORTON CENTRAL INDEX KEY: 0000904829 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-13469 FILM NUMBER: 03884859 BUSINESS ADDRESS: STREET 1: C/O HERRICK CO STREET 2: 2 RIDGEDALE AVE CITY: CEDAR KNOLLS STATE: NJ ZIP: 07927 BUSINESS PHONE: 973-539-1390 MAIL ADDRESS: STREET 1: C/O HERRICK CO STREET 2: 2 RIDGEDALE AVE CITY: CEDAR KNOLLS STATE: NJ ZIP: 07927 4/A 1 edgar.xml PRIMARY DOCUMENT X0201 4/A2000-08-252000-09-08 0001040973 MEDIABAY INC MBAY 0000904829 HERRICK NORTON C/O THE HERRICK COMPANY 2 RIDGEDALE AVENUE CEDAR KNOLLS NJ 07927 1010Convertible Senior Subordinated Note Due December 31, 200411.1252000-08-254J01388125.001388125.00D1998-12-312004-12-31Common Stock1247751388125.00IBy SPHConvertible Senior Subordinated Note Due December 31, 200411.1252000-08-254J01388125.001388125.00D1998-12-312004-12-31Common Stock1247761388125.00IBy MillworthCommon Stock Warrants (Right to Buy)8.412000-08-254A064779A2000-08-252003-12-31Common Stock64779975000DOn August 25, 2000, the Reporting Person entered into an agreement with SPH Equities, Inc. (SPH) to sell to SPH $1,388,125 principal amount convertible note, which is part of the $15,000,000 Convertible Senior Subordinated Note Due December 31, 2004 referenced in note 1 of the Reporting Person's amended Form 4 for September 1999. Immediately prior to this sale and the sale reported in note 3 herein, the balance of the $15,000,000 Convertible Senior Subordinated Note Due December 31, 2004 was $2,776,250. In connection with the sale and in consideration of, among other things, the parties' agreement to revise the terms of the note to (i) forego interest payments, (ii) terminate the security interest in certain assets of the Issuer and (iii) eliminate the adjustable conversion feature of the note[Continuation of prior footnote] and the agreement by SPH to convert the full amount of the note on or before December 31, 2000, the Issuer revised the conversion price of the note to $1.80 per share. SPH did not pay the purchase price as required, and the parties entered into an agreement on December 15, 2000 rescinding this transaction, as subsequently reported in an amended Form 4 for December 2000. The effect of the rescission agreement was the acquisition of $1,388,125 principal amount note that was a subject of the August 25, 2000 sale agreement.On August 25, 2000, the Reporting Person entered into an agreement with Millworth Investments, Inc. (Millworth) to sell to Millworth $1,388,125 principal amount convertible note, which is part of the $15,000,000 Convertible Senior Subordinated Note Due December 31, 2004 referenced in note 1 of the Reporting Person's amended Form 4 report for September 1999. Immediately prior to this sale and the sale reported in note 1 herein, the balance of the $15,000,000 Convertible Senior Subordinated Note Due December 31, 2004 was $2,776,250. In connection with the sale and in consideration of, among other things, the parties' agreement to revise the terms of the note to (i) forego interest payments, (ii) terminate the security interest in certain assets of the Issuer [Continuation of prior footnote] and (iii) eliminate the adjustable conversion feature of the note and the agreement by Millworth to convert the full amount of the note on or before December 31, 2000, the Issuer revised the conversion price of the note to $1.80 per share. The Reporting Person retained a right to receive a percentage of the profits derived from the sale by Millworth of any shares of Common Stock acquired upon conversion of the $1,388,125 note held by it. Millworth failed to pay the entire purchase price as required under the sale agreement and the parties enter ed in to an agreement on December 15, 2000 rescinding this transaction. As subsequently described in an amended Form 4 for December 2000, the effect of the rescission agreement was the acquisition by the Reporting Person of $596,125 principal amount of the note that remained unconverted at the time of the rescission. These warrants were issued pursuant to the letter agreement dated December 31, 1998 referenced in note 1 of the Reporting Person's amended Form 4 for September 1999. The number of warrants issued represented the warrants issuable upon a refinancing of $2,776,250 of the $15,000,000 Convertible Senior Subordinated Note Due December 31, 2004, which also is described in note 1 of the Reporting Person's amended Form 4 for September 1999 referenced above. These warrants contain terms identical to the warrants to purchase 500,000 shares of Common Stock referenced in note 1 of the Reporting Person's amended Form 4 for September 1999. Norton Herrick2003-09-05 -----END PRIVACY-ENHANCED MESSAGE-----