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UNITED STATES
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): August 31, 2000
LAUNCH MEDIA, INC.
(Exact name of registrant as specified in its charter)
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Delaware 000-25273 95-4463753
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
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2700 Pennsylvania Avenue
Santa Monica, California 90404
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (310) 526-4300
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 31, 2000, Launch Media, Inc. ("Launch") completed an
acquisition pursuant to which C.C.R.L., LLC, a California limited liability
company ("C.C.R.L."), became a wholly owned subsidiary of Launch. C.C.R.L. owns
and operates The Warped Tour, a summer concert series featuring rock
performances and extreme athletics demonstrations. Launch made certain cash
payments and issued approximately 788,474 shares of its Common Stock in exchange
for all outstanding membership interests of C.C.R.L., based upon the negotiated
value of C.C.R.L., as adjusted by specified liabilities of C.C.R.L., and upon an
average Launch closing stock price of $6.98 over a trading period defined in the
agreement governing the acquisition. The terms of the acquisition also include
potential future contingent payments to the sellers based on performance targets
set for the operations of The Warped Tour. Launch intends to continue the
operations of The Warped Tour as a part of Launch. A copy of the press release
announcing the completion of the acquisition is attached as Exhibit 99 and is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
To be filed by amendment within 60 days of this report.
(b) Pro forma financial information.
To be filed by amendment within 60 days of this report.
(c) Exhibits.
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Exhibit No. Description
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2 Membership Interest Purchase Agreement dated as of June 12, 2000
by and among Launch, C.C.R.L., Creative Artists Agency, LLC,
Codikow & Carroll, P.C., 4 Fini, Inc. and Vans, Inc. Schedules
and similar attachments to this Exhibit have not been filed;
Launch will furnish supplementally a copy of any omitted schedule
to the Commission upon request.
99 Press release dated September 7, 2000 announcing the completion
of the acquisition.
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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.
LAUNCH MEDIA, INC.
Date: September 14, 2000 By: /s/ Jeffrey M. Mickeal
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Jeffrey M. Mickeal
Chief Financial Officer and Secretary
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EXHIBIT INDEX
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Exhibit No. Description
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2 Membership Interest Purchase Agreement dated as of June 12, 2000
by and among Launch, C.C.R.L., Creative Artists Agency, LLC,
Codikow & Carroll, P.C., 4 Fini, Inc. and Vans, Inc. Schedules
and similar attachments to this Exhibit have not been filed;
Launch will furnish supplementally a copy of any omitted schedule
to the Commission upon request.
99 Press release dated September 7, 2000 announcing the completion
of the acquisition.
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