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. 1)*
MediaBay, Inc.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
58446J108
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(CUSIP Number)
Brad L. Shiffman, Esq.
Blank Rome Tenzer Greenblatt LLP
405 Lexington Avenue, New York, New York 10174 (212) 885-5442
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 2, 2000
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(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 that 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 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).
<PAGE>
SCHEDULE 13D
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CUSIP NO. 58446J108 Page 2 of 4 Pages
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________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Evan Herrick
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
PF; BK; AF
________________________________________________________________________________
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
NUMBER OF 1,204,030 (includes 1,050,000 shares of Common Stock
issuable if options are exercised and convertible
notes are converted) as of June 2, 2000
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,204,030 (includes 1,050,000 shares of Common Stock
issuable if options are exercised and convertible notes are
converted) as of June 2, 2000
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,204,030 (includes 1,050,000 shares of Common Stock issuable if options
are exercised and convertible notes are converted) as of June 2, 2000
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X] Does not include 150,000 shares of Common Stock issuable upon exercise of
options held by the Reporting Person as to which the Reporting Person has
transferred voting and dispositive power
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%
________________________________________________________________________________
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 4 Pages
<PAGE>
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 a 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.
On June 1, 2000, the Reporting Person purchased 11,100 shares of Common
Stock in open market transaction at an aggregate purchase price of $37,008.
On June 2, 2000, the Reporting Person purchased 10,000 shares of Common
Stock in open market transactions at an aggregate price of $34,556.
On June 7, 2000, the Reporting Person purchased 10,000 shares of Common
Stock in open market transactions at an aggregate purchase price of $36,125.
On June 9, 2000, the Reporting Person purchased 16,230 shares of Common
Stock in open market transactions at an aggregate purchase price of $70,722.
Item 4. Purpose of Transaction.
This Amendment reports the following transaction, in addition to the
transactions represented in Item 3 above.
On May 30, 2000, the Company issued to the Reporting Person options to
purchase 150,000 shares of Common Stock.
Item 5. Interest in Securities of the Issuer.
As of June 9, 2000, the Reporting Person beneficially owns an aggregate of
1,204,030 shares of Common Stock, constituting approximately 8.3% of the
outstanding Common Stock. This amount does not include 150,000 shares of Common
Stock issuable upon exercise of options held by the Reporting Person as to which
the Reporting Person has transferred voting and dispositive power.
See Items 7 - 11 of the cover sheet of this Amendment.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
None.
Item 7. Materials to be filed as Exhibits.
None
Page 3 of 4 Pages
<PAGE>
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: June 13 , 2000
/s/ Evan Herrick
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Evan Herrick
Page 4 of 4 Pages
