SC 13D/A 1 d55881_13da.txt AMENDMENT 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. 13)* MediaBay, Inc. Name of Issuer) Common Stock, no par value (Title of Class of Securities) 58446J 10 8 (CUSIP Number) Brad L. Shiffman, Esq. Blank Rome Tenzer Greenblatt LLP 405 Lexington Avenue, New York, New York 10174 (212) 885-5442 Address and Telephone Number of Person Authorized to Receive Notice and Communications) May 13, 2003 (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 which 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 Rule 13d-7(b) 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 ("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). SCHEDULE 13D/A CUSIP No. 58446J 10 8 13D Page 2 of 3 Pages -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON Norton Herrick -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 18,363,295 (includes 16,597,085 shares of Common Stock issuable if options and warrants are exercised and convertible debt is converted) as of May 13, 2003 ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 18,363,295 (includes 16,597,085 shares of Common Stock WITH issuable if options and warrants are exercised and convertible debt is converted) as of May 13, 2003. ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 8,321,322 shares (includes 5,357,142 shares of Common Stock issuable if convertible notes and preferred stock are converted) as of May 13, 2003 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,684,617 (includes 21,954,227 shares of Common Stock issuable if warrants are exercised and convertible debt is converted) as of May 13, 2003. -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 73.5% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 2 of 3 Pages This Amendment is being filed solely to reflect a change in the Reporting Person's beneficial ownership of the Common Stock, no par value (the "Common Stock") of MediaBay, Inc. (the "Company"). Except as amended hereby, there has been no change in the information contained in the Schedule 13D, as previously amended. Item 3. Source and Amount of Funds or other Consideration. This Amendment reports the following transaction: On May 13, 2003, the Reporting Person purchased 447,350 shares of common stock in a private transaction from Englewood Investments, LLC, a company wholy-owned by Betty Sutta, the Reporting Person's sister-in-law, at an aggregate purchase price of $357,800. The source of the funds was from personal funds of the Reporting Person. Item 4. Purpose of Transaction. The purpose of the transaction reported in item 3 by this Amendment is for investment. Item 5. Interest in Securities of the Issuer. As of May 13, 2003, the Reporting Person beneficially owned an aggregate of 26,684,617 shares of Common Stock constituting approximately 73.5% of the Common Stock. See Items 7-11 of the cover sheet of this Amendment. Item 7. Materials to be filed as Exhibits. None SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATE: May 20, 2003 /s/. Norton Herrick -------------------------------- Norton Herrick Page 3 of 3 Pages