MEDIABAY, INC.
(formerly Audio Book Club, Inc.)
Supplement No. 2 dated February 15, 2000 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.
In December 1999, Mr. Norton Herrick agreed to sell the $9,000,000
principal amount Note to SPH Equities, Inc. As of January 24, 2000, SPH Equities
had purchased $4,223,750 principal amount of the Note. On January 24, 2000,
Norton Herrick, MediaBay, Inc. and SPH Equities mutually agreed to terminate SPH
Equities' right to purchase the balance of the Note. On February 7, 2000,
Diversified Investment Fund Limited Partnership purchased $2,000,000 principal
amount of the Note from Mr. Herrick. The disclosure regarding SPH Equities in
the Selling Shareholders table is revised accordingly. In addition, the
following disclosure regarding Mr. Herrick and Diversified is added in this
table:
<TABLE>
<CAPTION>
Beneficial Ownership of Shares Beneficially % of Shares
Shareholders for which Shares of Common Stock, Owned Assuming the Beneficially Owned
Shares are Being including Shares Shares Registered Sale of the Shares Assuming the Sale of
Registered for Sale Registered for Sale for Sale Registered the Shares Registered
- ---------------------- ----------------------- ----------------- ------------------- ---------------------
<S> <C> <C> <C> <C>
179,775 179,775 0 0
Norton Herrick 3,881,431 724,550 3,221,660 26.3%
</TABLE>
Norton Herrick's beneficial ownership of shares of common stock does not
include 64,779 of the 475,000 shares registered for sale by Mr. Herrick since
these shares represent shares issuable upon exercise of warrants that may be
issuable to Mr. Herrick upon the occurrence of specified events.
