<PAGE>
As filed with the Securities and Exchange Commission on September 23, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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EMUSIC.COM INC.
(Exact name of registrant as specified in its charter)
Delaware 3652 94-3290594
(State or jurisdiction of (Primary Standard (I.R.S. Employer
incorporation or Industrial Identification No.)
organization)
Classification Code
Number)
1991 Broadway, 2nd Floor
Redwood City, California 94063
(650) 216-0200
(Address and telephone number of principal executive offices)
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Gene Hoffman, Jr.
President and Chief Executive Officer
EMusic.com Inc.
1991 Broadway, 2nd Floor
Redwood City, California 94063
(650) 216-0200
(Name, address and telephone number of agent for service)
Copies to:
Bruce Schaeffer, Esq Warren Lazarow, Esq.
Andrew Zeif, Esq. Armando Castro, Esq.
Craig Malina, Esq. Vahe H. Sarrafian, Esq.
Gray Cary Ware & Freidenrich LLP Andrew R. Hull, Esq.
400 Hamilton Avenue Brobeck, Phleger & Harrison LLP
Palo Alto, California 94301-1825 Two Embarcadero Place
(650) 833-2000 2200 Geng Road
Palo Alto, California 94303
(650) 424-0160
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Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective date of this Registration Statement.
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If any of the securities being registered on this form are being offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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CALCULATION OF REGISTRATION FEE
<TABLE>
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<CAPTION>
Title of Each Class of Amount of
Securities to be Shares to be Offering Price Aggregate Registration
Registered(a) Registered per Share Offering Price Fee
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<S> <C> <C> <C> <C>
Common Stock ($0.001 par
value)................ 310,500 $16.00 $4,968,000(b) $1,382
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</TABLE>
(a) This Registration Statement covers the sale of shares of common stock, par
value $0.001 per share, by the Registrant and includes up to 40,500 shares
of common stock which the Underwriters have the right to acquire solely to
cover over-allotments, if any.
(b) Based on the actual offering price per share before underwriting discounts
and commissions.
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
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<PAGE>
Incorporation by Reference of Registration
Statement on Form S-1, Registration Statement File No. 333-83685
This Registration Statement filed pursuant to Rule 462(b) of the Securities
Act of 1933, as amended, by EMusic.com Inc. hereby incorporates by reference
into this Registration Statement on Form S-1, in its entirety, the Registration
Statement on Form S-1, as amended (Registration Statement File No. 333-83685)
declared effective on September 23, 1999 by the Securities and Exchange
Commission, including each of the documents filed by EMusic with the Commission
and incorporated or deemed to be incorporated by reference therein.
<PAGE>
Signatures
In accordance with the requirements of the Securities Act of 1933, EMusic has
duly caused this registration statement to be signed on its behalf by the
undersigned, in the City of Redwood City, State of California, on the 23rd day
of September, 1999.
EMUSIC.COM INC.
/s/ Gene Hoffman, Jr.
By: _________________________________
Gene Hoffman, Jr.
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chairman of the Board and September 23, 1999
______________________________________ Secretary
Robert H. Kohn
/s/ Gene Hoffman, Jr. President, Chief Executive September 23, 1999
______________________________________ Officer and Director
Gene Hoffman, Jr. (Principal Executive
Officer)
* Executive Vice President September 23, 1999
______________________________________ and Chief Financial
Joseph H. Howell Officer (Principal
Financial and Accounting
Officer)
* Director September 23, 1999
______________________________________
Ralph Peer, II
* Director September 23, 1999
______________________________________
Tor Braham
* Director September 23, 1999
______________________________________
Ed Rosenblatt
/s/ Gene Hoffman, Jr.
*By: _________________________________
Gene Hoffman, Jr., Attorney-in-Fact
</TABLE>
II-1
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
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<C> <S>
5.1 Opinion of Gray Cary Ware & Freidenrich LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Gray Cary Ware & Freidenrich LLP (included in Exhibit 5.1)
24.1* Power of Attorney
</TABLE>
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* Incorporated by reference to the Registrant's Registration Statement on Form
S-1, as amended (Registration Statement File Number 333-83685).
<PAGE>
EXHIBIT 5.1
[GRAY CARY WARE & FREIDENRICH LLP LETTERHEAD]
September 23, 1999
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: EMusic.com Inc.
Registration Statement on Form S-1
Ladies and Gentlemen:
As counsel to EMusic.com Inc. (the "Company"), we are rendering this
opinion in connection with a proposed sale of those certain shares of the
Company's newly-issued Common Stock as set forth in the Registration Statement
on Form S-1 to which this opinion is being filed as Exhibit 5.1 (the "Shares").
We have examined all instruments, documents and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed.
In such examination, we have assumed the genuineness of all signatures
and the authenticity of all documents submitted to us as originals and the
conformity to the originals of all documents submitted to us as copies.
We express no opinion with respect to (i) the availability of equitable
remedies, including specific performance, or (ii) the effect of bankruptcy,
insolvency, reorganization, moratorium or equitable principles relating to or
limiting creditors' rights generally.
Based on such examination, we are of the opinion that the Shares
identified in the above-referenced Registration Statement will be, upon
effectiveness of the Registration Statement and receipt by the Company of
payment therefor, validly authorized, legally issued, fully paid, and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement and to the use of our name wherever it
appears in said Registration Statement, including the Prospectus constituting a
part thereof, as originally filed or as subsequently amended.
Respectfully submitted,
/s/ Gray Cary Ware & Freidenrich LLP
GRAY CARY WARE & FREIDENRICH LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in this Registration Statement on Form S-1 of our
report dated July 26, 1999 relating to the financial statements of EMusic.com
Inc. (formerly Goodnoise Corporation), our report dated March 31, 1999 relating
to the financial statement of Creative Fulfillment Inc., and our report dated
July 21, 1999 relating to the financial statements of Internet Underground
Music Archive Inc. ("IUMA") which appear in such Registration Statement. We
also consent to the reference to us under the heading "Experts" in such
Registration Statement.
/s/ PricewaterhouseCoopers LLP
San Jose, California
September 23, 1999
