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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 23, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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LAUNCH MEDIA, INC.
(EXACT NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
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DELAWARE 7375 95-4463753
(STATE OR JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER)
INCORPORATION OR ORGANIZATION CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
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2700 PENNSYLVANIA AVENUE
SANTA MONICA, CALIFORNIA 90404
(310) 526-4300
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)
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ROBERT D. ROBACK
PRESIDENT
LAUNCH MEDIA, INC.
2700 PENNSYLVANIA AVENUE
SANTA MONICA, CALIFORNIA 90404
(310) 526-4300
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
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COPIES TO:
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JAMES M. KOSHLAND, ESQ. KENNETH L. GUERNSEY, ESQ.
SCOTT M. STANTON, ESQ. CYDNEY S. POSNER, ESQ.
WILLIAM A. RODONI, ESQ. MICHAEL W. HAUPTMAN, ESQ.
GRAY CARY WARE & FREIDENRICH LLP COOLEY GODWARD LLP
400 HAMILTON AVENUE ONE MARITIME PLAZA, 20TH FLOOR
PALO ALTO, CALIFORNIA 94301-1825 SAN FRANCISCO, CALIFORNIA 94111
(650) 328-6561 (415) 693-2000
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APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable
after the effective date of this Registration Statement.
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the
"Securities Act"), please 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 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,
check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
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Common Stock ($0.001 par value )... 100,000(1) $22.00 $2,200,000 $612(1)
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(1) 3,910,000 shares were registered under Securities Act Registration Statement
No. 333-72433, whereby a filing fee of $15,218 was previously paid.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Registration Statement is filed with the Securities and Exchange
Commission (the "Commission") pursuant to Rule 462(b) under the Securities Act
of 1933, as amended (the "Securities Act"), by Launch Media, Inc.(the
"Company"). In accordance with General Instruction V to Form S-1 and Rules
462(b) and Rule 429 under the Securities Act, this Registration Statement
incorporates by reference the contents of the Registration Statement on Form
SB-2 (Registration No. 333-72433) which was declared effective by the Commission
on April 22, 1999 relating to the offering of up to 3,400,000 shares of Common
Stock of the Company plus up to 510,000 shares that may be sold pursuant to the
Underwriters' over-allotment option.
CERTIFICATION
The Company hereby certifies to the Commission that (i) it has instructed
its bank to pay the Commission the filing fee set forth on the cover page of
this Registration Statement by a wire transfer of such amount to the
Commission's account at Mellon Bank as soon as practicable (but no later than
the close of business on April 23, 1999), (ii) it will not revoke such
instructions, (iii) it has sufficient funds in the relevant account to cover the
amount of such filing fee, and (iv) it will confirm receipt of such instructions
by its bank during the bank's regular business hours no later than April 23,
1999.
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, Launch
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form SB-2 and has duly caused this registration
statement to be signed on its behalf by the undersigned, in the City of Santa
Monica, State of California, on the 23rd day of April, 1999.
LAUNCH MEDIA, INC.
By: /s/ DAVID B. GOLDBERG*
--------------------------------
David B. Goldberg
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:
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SIGNATURE TITLE DATE
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/s/ DAVID B. GOLDBERG* Chief Executive April 23, 1999
- ----------------------------------------------------- Officer and Director
David B. Goldberg (Principal Executive
Officer)
/s/ ROBERT D. ROBACK* President and Director April 23, 1999
- -----------------------------------------------------
Robert D. Roback
/s/ JEFFREY M. MICKEAL Chief Financial April 23, 1999
- ----------------------------------------------------- Officer (Principal
Jeffrey M. Mickeal Financial and
Accounting Officer)
/s/ THOMAS HOEGH* Director April 23, 1999
- -----------------------------------------------------
Thomas Hoegh
/s/ SERGIO ZYMAN* Director April 23, 1999
- -----------------------------------------------------
Sergio Zyman
/s/ RICHARD D. SNYDER* Director April 23, 1999
- -----------------------------------------------------
Richard D. Snyder
*By: /s/ JEFFREY M. MICKEAL April 23, 1999
- -----------------------------------------------------
Jeffrey M. Mickeal, Attorney-in-Fact
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INDEX TO EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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5.1 Opinion of Gray Cary Ware & Freidenrich LLP.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Auditors.
23.2 Consent of Moss Adams.
23.3 Consent of Gray Cary Ware & Freidenrich LLP (included in
Exhibit 5.1).
24.1* Power of Attorney.
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* Incorporated by reference to Registration Statement on Form SB-2 (File No.
333-72433).
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[GRAY CARY WARE & FREIDENRICH, LLP LETTERHEAD]
April 23, 1999
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Launch Media, Inc. Post-Effective Amendment to Registration Statement
on Form SB-2
Dear Ladies and Gentlemen:
As counsel to Launch Media, Inc. (the "Company"), we are rendering this
opinion in connection with a proposed sale of up to 100,000 shares of the
Company's newly-issued Common Stock as set forth in the Registration Statement
on Form SB-2 filed pursuant to Rule 462(b) 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.
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
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GRAY CARY WARE & FREIDENRICH LLP
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement of Launch Media, Inc.
on Form SB-2 of our report dated February 5, 1999 on our audits of the financial
statements of Launch Media, Inc. as of December 31, 1998 and 1997 and for each
of the three years in the period ended December 31, 1998. We also consent to
the references to our firm under the captions "Summary Financial Information,"
"Selected Financial Data" and "Experts".
/s/ PricewaterhouseCoopers LLP
Woodland Hills, California
April 23, 1999
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
Registration Statement, on Form SB-2 of our report dated January 18, 1999 on the
balance sheets of Areohvee Online Partnership dba Musicvideo.com as of December
31, 1997 and 1998, and the related statements of operations, partners'
deficiency and cash flows for the period from inception (August 1, 1997) through
December 31, 1997 and the year ended December 31, 1998, which appear in the
Prospectus. We also consent to the reference to our Firm under the heading
"Experts" in the Prospectus.
/s/ MOSS ADAMS LLP
Costa Mesa, California
April 23, 1999
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EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this Registration Statement, on Form SB-2 of our
report dated March 12, 1999 on our audit of the financial statements of SW
Networks, Inc. as of December, 31 1998 and March 31, 1998 and for the nine
months ended December 31, 1998 and the year ended March 31, 1998. We also
consent to the reference to our Firm under the heading "Experts" in the
Prospectus.
/s/ PricewaterhouseCoopers LLP
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New York, New York
April 23, 1999
