MEDIABAY, INC.
(formerly Audio Book Club, Inc.)
Supplement No. 1 dated December 22, 1999 to
Prospectus dated August 25, 1999
This Supplement contains information relating to the table under the
caption "Selling Shareholders" in our August 25, 1999 prospectus.
Mr. Norton Herrick has sold the $9,000,000 principal amount Note to SPH
Equities, Inc. The disclosure regarding Mr. Herrick in the Selling Shareholders
table is revised accordingly. In addition, the following disclosure regarding
SPH Equities, Inc. is added in this table:
<TABLE>
<CAPTION>
Beneficial
Ownership of Shares % of Shares
Shares of Shares to be Beneficially Beneficially
Selling Common Stock Sold in the Owned After Owned After
Shareholders Prior to Offering Offering Offering Offering
- ------------ ----------------- ------------ ------------ -------------
<S> <C> <C> <C> <C>
SPH Equities, Inc. 808,989 808,989 0 0
</TABLE>
