-----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, HTP664iZXP88klNvHqEIG4LtrFn+bYmT4Xn3T3j17J4BruLEatYfWCHGciBqMYoG o2JkutlvnKl6uNCWj/0E1Q== 0001123292-03-000422.txt : 20030905 0001123292-03-000422.hdr.sgml : 20030905 20030905205953 ACCESSION NUMBER: 0001123292-03-000422 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010514 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: 03884862 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/A2001-05-142001-06-04 0001040973 MEDIABAY INC MBAY 0000904829 HERRICK NORTON C/O THE HERRICK COMPANY 2 RIDGEDALE AVENUE CEDAR KNOLLS NJ 07927 1010Common Stock2001-05-284P06000.943A95000DCommon Stock2001-05-294P010000.978A105000DCommon Stock2001-05-30 4P010000.978A115000DCommon Stock2001-05-314P0 100001.003A125000DCommon Stock2001-05-224P0300001.00A86000IBy H.A.Convertible Senior Note Due December 31, 200411.1252001-05-144D01984250.001984250.00D1998-12-312004-12-31Common Stock1783590DConvertible Senior Note Due December 31, 2004.562001-05-144A01984250.001984250.00A2001-05-142004-12-31Common Stock35433031984250.00DConvertible Senior Note Due September 30, 2002.562001-05-144A02500000.002500000.00A2001-05-142002-09-30Common Stock44642852500000.00IBy HuntingdonConvertible Senior Note Due December 31, 2002.562001-05-144A0800000.00800000.00A2001-05-142002-12-31Common Stock1428571800000.00IBy HuntingdonCommon Stock Warrants (Right to Buy).562001-05-144A01650000A2001-05-142011-05-14Common Stock16500001650000IBy HuntingdonEmployee Stock Options (Right to Buy)11.002001-05-144D07750000D1999-04-092009-04-09Common Stock7750000DEmployee Stock Options (Right to Buy)10.3752001-05-144D03000000D2000-01-042010-01-04Common Stock3000000DThe transactions occurred between May 22, 2001 and June 18, 2001. The Reporting Person does not know the exact dates of these transactions, as the transactions were effected by Howard Appel, a business acquaintance of the Reporting Person, and entities believed by the Reporting Person to be related to Howard Appel (H.A.), n one of whom were under the control of the Reporting Person. This amount represents the aggregate purchase price of $29,938 expressed as a per share price.The transactions were effected by H.A. H.A. purchased shares over a period of time with funds provided by the Reporting Person, and/or, subject to an understanding at the time, that the Reporting Person would cover any losses resulting from such purchases.Pursuant to an agreement dated April 30, 2001 between the Issuer and the Reporting Person, on May 14, 2001, the Issuer modified the remainder of the Reporting Person's Convertible Senior Subordinated Note Due December 31, 2004 issued in the initial principal amount of $15,000,000, (which Note was referenced in note 1 to the Reporting Person's amended Form 4 for September 1999) by fixing the conversion rate at $0.56 per share in exchange for, among other things, the Reporting Person's consent to the Issuer's obtaining s enior debt financing, eliminating the variable conversion feature of the note and foregoing cash interest. The Note previously was convertible into Common Stock at a conversion rate equal to the lesser of the average closing price of the Common Stock during the five (5) trading days prior to conversion and $11.125.On April 30, 2001, Huntingdon Corporation (Huntingdon), a company wholly owned by the Reporting Person, entered into a loan agreement with the Issuer (Loan Agreement) regarding (i) $800,000 in advances from Huntingdon to the Issuer, (ii) $2,500,000 loan from Huntingdon to the Issuer and (iii) $500,000 in supplemental financing from Huntingdon to the Issuer. Pursuant to the Loan Agreement Huntingdon purchased a Senior Convertible Note Due December 31, 2002 in the principal amount of $800,000 and a Senior Convertible Note Due September 30, 2002, in the principal amount of $2,500,000. Also, in consideration for Huntingdon's advances and loan to the Issuer, the Issuer a greed to issue to Huntingdon warrants to purchase 400,000 shares of Common Stock and 1,250,000 shares of Common Stock, respectively, each with an exercise price of $0.56 per share. In addition, the Loan Agreement provides that in the event that Huntingdon provides specified supplemental funding, the Issuer will issue to Huntingdon warrants to purchase up to 250,000 shares of Common Stock at an exercise price of $0.56 per share (all exercise prices being subject to certain adjustments provided in the agreement). These warrants were issued pursuant to the Loan Agreement dated April 30, 2001 described in note 5 above.The Reporting Person voluntarily returned employee stock options to the Issuer for cancellation and received no value. Norton Herrick2003-09-05 -----END PRIVACY-ENHANCED MESSAGE-----