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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 31, 1999
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GOODNOISE CORPORATION
(Exact name of registrant as specified in its charter)
Florida 0-24671 65-0207877
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification
incorporation or Number)
organization)
719 Colorado Ave., Palo Alto, California 94303
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (650) 322-8910
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Item 2. Acquisition or Disposition of Assets
On January 31, 1999, pursuant to an Agreement and Plan of Reorganization
dated as of October 8, 1998, as amended (the "Reorganization Agreement"), by and
among GoodNoise Corporation, a Florida corporation ("GoodNoise"), GN Acquisition
Corporation, a Delaware corporation and wholly-owned subsidiary of GoodNoise
("Sub"), and Creative Fulfillment, Inc., a California corporation ("Emusic"),
and the shareholders of Emusic (the "Shareholders"), GoodNoise completed the
acquisition of Emusic, and Emusic became a wholly-owned subsidiary of GoodNoise
(the "Merger"). Under the terms of the Reorganization Agreement, GoodNoise will
issue 630,190 shares of GoodNoise Common Stock and pay approximately $300,000 in
cash.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Pursuant to Item 7(a)(4) of Form 8-K, the financial statements of
Emusic required pursuant to Rule 3-05 of Regulation S-X will be filed
as soon as practicable, but no later than 60 days from the date this
form was filed.
(b) Pursuant to Item 7(a)(4) of Form 8-K, the pro forma financial
information of Emusic required pursuant to Article 11 of Regulation S-
X will be filed as soon as practicable, but no later than 60 days from
the date this form was filed.
(c) Exhibits
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Exhibit No. Description
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2.1 Agreement and Plan of Reorganization by and among
GoodNoise Corporation, Creative Fulfillment, Inc., GN
Acquisition Corp and certain other parties dated as
of October 8, 1998 (previously filed as Exhibit 2.2
to the Registrant's Form 10SB/A filed with the
Commission on December 24, 1998
99.1 Press Release dated February 9, 1999 announcing the
effectiveness of the Merger.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GoodNoise Corporation
February 9, 1999 By: /s/ Joseph Howell
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Joseph Howell
Executive Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit No. Description
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99.1 Press Release dated February 9, 1999 announcing the
effectiveness of the Merger.
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FOR IMMEDIATE RELEASE
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GoodNoise Contact:
Steve Grady
GoodNoise Corporation
(650) 470-2965
[email protected]
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GOODNOISE COMPLETES ACQUISITION OF EMUSIC.COM (CREATIVE FULFILLMENT)
Company Plans to Use Emusic.com as Primary Brand for Selling Downloadable Music
PALO ALTO, Calif. February 9, 1999 -- GoodNoise Corporation, a leading seller of
downloadable music on the Internet, today announced the completion of its
acquisition of Creative Fulfillment, Inc., Santa Monica, Calif. Creative
Fulfillment is a leading entertainment and Internet marketing company that owns
and operates the Emusic.com website. Following the integration of the
companies' operations, GoodNoise plans to use Emusic.com as the primary brand
for its popular downloadable music website.
Under the terms of the transaction, GoodNoise will issue 630,190 shares of
GoodNoise common stock and pay cash of approximately $300,000. Emusic becomes a
wholly-owned subsidiary of GoodNoise.
Gene Hoffman, president and CEO of GoodNoise, said the agreement is key to the
company's mission to become a central distribution point for downloadable music.
"The name Emusic is an ideal domain name for the business we're in. As we
continue to acquire compelling content, we believe that Emusic will be a leading
destination site for fans seeking downloadable music."
Emusic.com, which is currently a retail music site, will be integrated into the
GoodNoise site in the coming months. GoodNoise plans to launch a new website at
Emusic.com in the near future.
As previously announced, GoodNoise has also signed a definitive agreement to
acquire Nordic Entertainment, a downloadable music site that has licensed over
30,000 tracks. This acquisition is expected to close later this quarter.
About GoodNoise
Since it was founded in January 1998, GoodNoise Corporation has established
itself as a clear leader in the rapidly expanding market for downloadable music.
Through relationships with artists and license agreements with leading
independent record labels, GoodNoise has emerged as the premier website for the
sampling and purchasing music in the MP3 (MPEG1, Layer 3) format, which has
emerged as the de facto standard in the digital distribution of music with
millions of users around the world. GoodNoise.com features a constantly
expanding catalog of music and offers music fans complete albums for $8.99 or
the ability to purchase individual tracks for 99 cents. GoodNoise is based in
Palo Alto, California.
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NOTE TO EDITORS: Copies of previous GoodNoise press releases, additional
background on the company, executive biographies and electronic versions of the
GoodNoise logo, can be found in the GoodNoise Press Room at:
http://www.goodnoise.com/about/press_room/index.html.
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GOODNOISE is a trademark of GoodNoise Corporation.
NOTE: Any forward-looking statements contained in this release involve a number
of uncertainties, risks and other factors which may cause the actual results,
performance or achievements expressed or implied by such forward-looking
statements to materially differ. Factors that could cause actual events or
results to differ materially include, among others, those set forth in the
Company's S.E.C. report on Form 10-SB, which may be accessed via the Internet
from a link on the following page:
http://www.goodnoise.com/about/investor/index.html.
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