MEDIABAY, INC.
(formerly Audio Book Club, Inc.)
Supplement No. 2 dated November 24, 1999 to
Prospectus dated May 5, 1999
This Supplement contains information relating to the table under the
caption "Selling Shareholders" in our May 5, 1999 prospectus, as previously
updated by our Supplement No. 1 dated August 16, 1999.
Mr. Louis Lichtenfeld has transferred a warrant to purchase 10,000 shares
of our common stock to National Securities Corporation. Accordingly, Mr.
Lichtenfeld is no longer included in the Selling Shareholders table. In
addition, the disclosure regarding National Securities Corporation in this table
is updated as follows:
Beneficial
Ownership of
Shares of Shares % of Shares
Common Stock Shares to be Beneficially Beneficially
Selling Prior to Sold in the Owned After Owned After
Shareholders Offering Offering Offering Offering
- ------------ -------- -------- -------- --------
National
Securities 37,600 (33) 37,600 0 0
Corporation
(33) Represents (i) 27,600 shares of common stock issuable upon exercise of
underwriters' warrants issued in connection with our initial public
offering, exercisable until October 22, 2002 at an exercise price of $16.50
per share; and (ii) 10,000 shares of common stock issuable upon exercise of
options granted on December 31, 1998 with an exercise price of $11.125 per
share.
.
