SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES PURSUANT TO SECTION 12(b)
OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
MEDIABAY, INC.
(Exact name of registrant as specified in its character)
Florida 65-0429858
(State of incorporation (IRS Employer Identification No.)
or organization)
2295 Corporate Blvd., N.W., Boca Raton, Florida 33431
(Address of principal executive offices) (Zip Code)
Securities Act registration statement file number to which this form relates:
__________________. (if applicable)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A. (c), please check Instruction A. (d), please check
the following box. |_| the following box. |X|
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None -------------------------------
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
(Title of Class)
<PAGE>
1. Description of Registrant's Securities to be Registered.
This Registration Statement relates to the Common Stock, no par value (the
"Common Stock"), of MediaBay, Inc., a Florida corporation (the "Registrant").
For a description of the Registrant's Common Stock to be registered hereunder,
reference is made to the material set forth under the caption "Description of
Securities" contained in the Registration Statement on Form SB-2 of the
Registrant initially filed with the Securities and Exchange Commission on July
2, 1997 (the "Registration Statement") pursuant to the Securities Act of 1933,
as amended, which material is incorporated herein by reference.
2. Exhibits.
1.1 Registrant's Articles of Incorporation (incorporated by reference to
Exhibit 3.1 of the Registrant's Registration Statement).
1.2 Articles of Amendment to Articles of Incorporation (incorporated by
reference to Exhibit 3.1 contained in the Registrant's Form 10-QSB for the
quarterly period ended June 30, 1999).
1.3 Articles of Amendment to Articles of Incorporation.
1.4 Registrant's By-laws (incorporated by reference to Exhibit 3.2 of the
Registrant's Registration Statement).
2. Form of the Registrant's Common Stock Certificate (incorporated by
reference to Exhibit 4.1 of the Registrant's Registration Statement).
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
Dated: November 12, 1999
MEDIABAY, INC.
By: /s/ Michael Herrick
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Michael Herrick, Co-Chief
Executive Officer
Exhibit 1.3
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
AUDIO BOOK CLUB, INC.
- --------------------------------------------------------------------------------
(present name)
Pursuant to the provisions of section 607.1006, Florida Statutes, this Florida
profit corporation adopts the following articles of amendment to its articles of
incorporation:
FIRST: Amendment(s) adopted: (indicate article number(s) being amended, added or
deleted)
ARTICLE I, which is hereby amended to change the name of the corporation,
shall read as follows:
"The name of the corporation shall be:
MediaBay, Inc."
SECOND: If an amendment provides for an exchange, reclassification or
cancellation of issued shares, provisions for implementing the amendment if not
contained in the amendment itself, are as follows:
<PAGE>
THIRD: The date of each amendment's adoption: September 27, 1999
FOURTH: Adoption of Amendment(s) (CHECK ONE)
|X| The amendment(s) was/were approved by the shareholders. The number of
votes cast for the amendment(s) was/were sufficient for approval.
|_| The amendment(s) was/were approved by the shareholders through voting
groups. The following statement must be separately provided for each
voting group entitled to vote separately on the amendment(s):
"The number of votes cast for the amendment(s) was/were
sufficient for approval by ____________________________________."
voting group
|_| The amendment(s) was/were adopted by the board of directors without
shareholder action and shareholder action was not required.
|_| The amendment(s) was/were adopted by the incorporators without
shareholder action and shareholder action was not required.
Signed this 27 day of ____September___________, 1999__.
Signature /s/ Norton Herrick
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(By the Chairman or Vice Chairman of the Board of Directors,
President or other officer if adopted by the shareholders)
OR
(By a director if adopted by the directors)
OR
(By an incorporator if adopted by the incorporators)
Typed or printed name
Title
