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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-KSB/A
(Amendment No. 1)
|X| Annual Report Under Section 13 or 15(d) of the Securities
Exchange Act of 1934.
For the fiscal year ended December 31, 1999
OR
|_| Transition Report Under Section 13 or 15(d) of the Securities
Exchange Act of 1934.
For the transition period from __________ to ________________
Commission File Number 001-13469
MEDIABAY, INC.
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(Name of Small Business Issuer in Its Charter)
Florida 65-0429858
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(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
20 Community Place, Morristown, NJ 07960
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(Address of principal executive offices) (Zip Code)
(973) 539-9528
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(Issuer's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g)of the Exchange Act:
Common Stock
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Title of Class
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes |X| No |_|
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Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. |_|
State issuer's revenues for its most recent fiscal year (ending December 31,
1999) were $62,805,000.
The aggregate market value of the voting and non-voting common equity held by
non-affiliates as of March 20, 2000 was approximately $73,703,021. As of March
20, 2000, there were 13,421,866 shares of the issuer's Common Stock outstanding.
Documents Incorporated by Reference:
None
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Item 13. Exhibits, Lists and Reports on Form 8-K.
(a) Exhibits
3.1 Restated Articles of Incorporation of the Registrant.+
3.2 Articles of Amendment to Articles of Incorporation.++++++++
3.3 Articles of Amendment to Articles of Incorporation.+++++++++
3.4 Amended and Restated By-Laws of the Registrant.+++++++++
10.1 Employment Agreement between the Registrant and Norton
Herrick.+++++++++
10.2 Employment Agreement between the Registrant and Michael Herrick.+
10.3 Employment Agreement between the Registrant and Jesse Faber.+++++++++
10.4 Employment Agreement between the Registrant and Stephen
McLaughlin.+++++
10.5 Employment Agreement between the Registrant and Howard Herrick.+
10.6 Employment Agreement between the Registrant and John Levy.+++++++++
10.7 Employment Agreement between our subsidiary and Carl Amari.+++++
10.8 Supplemental Agreement, dated as of December 11, 1998, by and among
the Registrant, Classic Radio Holding Corp. (now Radio Spirits, Inc.),
Radio Spirits, Inc. and Carl Amari.+++
10.9 Put Agreement, dated as of December 11, 1998, by and between the
Registrant and Premier Electronic Laboratories, Inc.+++++
10.10 Registration and Shareholder Rights Agreement, dated as of December
30, 1998, by and among the Registrant and The Columbia House Company,
WCI Record Club Inc. and Sony Music Entertainment Inc.+++++
10.11 $2,776,250 Principal Amount 9% Convertible Senior Subordinated
Promissory Note of the Registrant to Norton Herrick due December 31,
2004.+++++++++
10.12 $4,800,000 Principal Amount 9% Convertible Senior Subordinated
Promissory Note of the Registrant to ABC Investment, L.L.C. due
December 31, 2004.+++++++++
10.13 Modification Letter, dated December 31, 1998, among Norton Herrick,
the Registrant, and Fleet National Bank.+++++
10.14 Security Agreement, dated as of December 31, 1998, by and among the
Registrant, Classic Radio Holding Corp. and Classic Radio Acquisition
Corp. and Norton Herrick.+++++
10.15 Credit Agreement, dated as of December 31, 1998, among the Registrant
and Fleet National Bank.+++++
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10.16 Amendment and Supplement No. 1 to Credit Agreement dated June 14,
1999 by and among the Registrant, Fleet National Bank, as
administrative agent, and ING (U.S.) Capital Corporation.+++++++
10.17 Security Agreement, dated as of December 31, 1998, from the
Registrant, ABC Internet Services, Inc., Classic Radio Holding Corp.,
Classic Radio Acquisition Corp., ABC Investment Corp., and CH
Acquisitions Corp. as grantors to Fleet National Bank as
administrative agent.+++++
10.18 1997 Stock Option Plan+
10.19 1999 Stock Incentive Plan++++++
21.1 Subsidiaries of the Company+++++++++
23.1 Consent of Deloitte & Touche LLP*
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+ Incorporated by reference to the applicable exhibit contained in our
Registration Statement on Form SB-2 (file no. 333-30665) effective
October 22, 1997.
++ Incorporated by reference to the applicable exhibit contained in our
Annual Report on Form 10-KSB for the fiscal year ended December 31,
1997.
+++ Incorporated by reference to the applicable exhibit contained in our
Current Report on Form 8-K for reportable event dated December 14,
1998.
++++ Incorporated by reference to the applicable exhibit contained in our
Current Report on Form 8-K dated January 13, 1999.
+++++ Incorporated by reference to the applicable exhibit contained in our
Annual Report on Form 10-KSB for the fiscal year ended December 31,
1998.
++++++ Incorporated by reference to the applicable exhibit contained in our
Proxy Statement dated February 23, 1999.
+++++++ Incorporated by reference to the applicable exhibit contained in our
Current Reort on Form 8-K dated June 29, 1999.
++++++++ Incorporated by reference to the applicable exhibit contained in our
Quarterly Report on Form 10-QSB for the quarterly period ended June
30, 1999.
+++++++++ Incorporated by reference to the applicable exhibit contained in our
Registration Statement on Form SB-2 (file no. 333-95793) effective
March 14, 2000.
* Filed herewith
(b) Financial Statement Schedules
Schedule II - Valuation and Qualifying Accounts and Reserves
(c) Reports on Form 8-K filed during the quarter ended December 31, 1999.
None
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SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act, the
registrant caused this amendment to this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
MEDIABAY, INC.
By: /s/ John F. Levy
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John F. Levy, Executive President and
Dated : June 23, 2000 Chief Financial Officer
