-----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, J1UloDRGy5duhZNZswMyAxT9GX+RVCSZ0oxbO+qFI4e6f+HudnlSXfM4wsSP1Eqk sdpx6UXoIzf03ytAyVA6iQ== 0001123292-03-000421.txt : 20030905 0001123292-03-000421.hdr.sgml : 20030905 20030905205940 ACCESSION NUMBER: 0001123292-03-000421 CONFORMED SUBMISSION TYPE: 5 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20001231 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: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13469 FILM NUMBER: 03884861 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 5 1 edgar.xml PRIMARY DOCUMENT X0201 52000-12-31 0 1 0001040973 MEDIABAY INC MBAY 0000904829 HERRICK NORTON C/O THE HERRICK COMPANY, INC. 2 RIDGEDALE AVENUE CEDAR KNOLLS NJ 07927 1010Common Stock2000-03-154P0L2500009.00A2964180IAs beneficiary of trustCommon Stock2000-11-064J0L285000A285000IAs sole stockholder of HuddlestonCommon Stock2000-10-104C0L1650001.80A0IBy MillworthCommon Stock2000-10-104J0L165000D0IBy Millw orthCommon Stock2000-10-174C0L500001.80A0IBy MillworthCommon Stock2000-10-174S0L50000D0IBy MillworthCommon Stock2000-10-174C0L380001.80A0IBy MillworthCommon Stock2000-10-184S0L38000D0IBy MillworthCommon Stock< /securityTitle>2000-10-254C0L400001.80A0IBy MillworthCommon Stock2000-10-2 54J0L40000D0IBy MillworthCommon Stock2000-10-304C0L120001.80A0IBy MillworthCommon Stock2000-10-304S0L12000D0IBy MillworthCommon Stock2000-10-304C0L275001.80A0IBy MillworthCommon Stock2000-10-304S 0L27500D0IBy MillworthCommon Stock2000-11-094C0L650001.80A0IBy MillworthCommon Stock2000-11-094J0L65000D0IBy MillworthCommon Stock2000-11-104C0L425001.80A0IBy MillworthCommon Stock2000-11-104S0L42500D0IBy MillworthEmployee Stock Options (Right to Buy)4.002000-06-234A0L15000000A2000-06-232010-06-23Common Stock15000001500000DConvertible Se nior Note Due December 31, 200411.1252000-02-074S0L2000000.002000000.00D1999-06-112004-12-31Common Stock1797752776250.00DCommon Stock Warrants (Right to Buy)8.412000-02-074A0L46667A2001-02-072003-12-31Common Stock46667910221DConvertible Senior Note Due December 31, 20041.802000-10-104C0L297000.00297000.00D2000-10-102004-12-31Common Stock1650000IBy MillworthConvertible Senior Note Due December 31, 20041.802000-10-174C0L90000.0090000.00D2000-10-172004-12-31Common Stock500000IBy MillworthConvertible Senior Note Due December 31, 20041.802000-10-174C0L68400.0068400.00D2000-10-172004-12-31Common Stock380000IBy MillworthConvertible Senior Note Due December 31, 20041.802000-10-254C0L72000.0072000.00D2000-10-252004-12-31Common Stock400000I By MillworthConvertible Senior Note Due December 31, 20041.802000-10-304C0L21600.0021600.00D2000-10-302004-12-31Common Stock120000IBy MillworthConvertible Senior Subordinated Note Due December 31, 20041.802000-10-304C0L49500. 0049500.00D2000-10-302004-12-31Common Stock275000IBy MillworthConvertible Senior Subordinated Note Due December 31, 20041.802000-11-094C0L117000.00117000.00D2000-10-302004-12-31Common Stock650000IBy MillworthConvertible Senior Subordinated Note Due December 31, 20041.802000-11-104C0L76500.0076500.00D2000-10-302004-12-31Common Stock425000IBy MillworthThese shares are owned by the N. Herrick Irrevocable ABC Trust, of which the Reporting Person is the sole beneficiary.On November 6, 2000 M. Huddleston Enterprises, Inc. (Huddleston), a company which is wholly owned by the Reporting Person, acquired 285,000 shares of Common Stock in connection with the foreclosure of a loan to Millworth Investments, Inc. (Millworth) for which the 285,000 shares were pledged as collateral by Millworth to secure the loan.Each conversion was made by Millworth, as discussed in note 2 of the Reporting Person's amended Form 4 for December 2000. As explained in that Form 4 and in note 3 of the Reporting Person's amended Form 4 for August 2000, 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 principal amount convertible note. Prior to the rescission Millworth, whose President is Howard Appel, a business acquaintance of the Reporting Person, had converted in the aggregate $792,000 of the principal amount convertible note and received 440,000 shares of Common Stock upon conversion. Of these 440,000 shares, 170,000 were sold by Millworth and 270,000 were delivered to two third-party entities in private transactions in satisfaction of an obligation of the Reporting Person. These shares were delivered by Millworth to a third party in satisfaction of an obligation of the Reporting Person.In connection with the sale an aggregate of 170,000 shares by Millworth in various transactions described in this report, the Reporting Person received an aggregate of $335,000 in cash, which amount included the purchase price (based on the conversion price) and a percentage of the profits. On May 30, 2000 the Reporting Person was granted options to purchase 1,500,000 shares of Common Stock, with an exercise price of $4.00. These options were subject to approval of the Issuer's 2000 Stock Option Plan by the Issuer's shareholders, which occurred on June 23, 2000. On February 7, 2000, the Reporting Person entered into a purchase agreement with another party under which that party agreed to purchase from the Reporting Person $2,000,000 of the Issuer's Convertible Senior Su bordinated Promissory Note Due December 31, 2004, in the principal amount of $15,000,000, as described in note 1 of the Reporting Person's amended Form 4 for September 1999.Pursuant to a letter agreement dated December 31, 1998, between the Reporting Person and the Issuer, as described in note 1 to the Reporting Person's amended Form 4 for September 1999, the Issuer issued to the Reporting Person warrants for 46,667 shares of Common Stock as a result of the refinancing of $2,000,000 of the $15,000,000 principal amount note.Norton Herrick2003-09-05 -----END PRIVACY-ENHANCED MESSAGE-----