<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 21, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MP3.COM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 3652 33-0840026
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
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10350 SCIENCE CENTER DRIVE
BUILDING 14
SAN DIEGO, CA 92121
(619) 320-2120
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
MICHAEL L. ROBERTSON
CHIEF EXECUTIVE OFFICER AND
CHAIRMAN OF THE BOARD
MP3.COM, INC.
10350 SCIENCE CENTER DRIVE
BUILDING 14
SAN DIEGO, CA 92121
(619) 320-2120
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
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FREDERICK T. MUTO, ESQ. GARY J. SINGER, ESQ.
CHRISTOPHER J. KEARNS, ESQ. KAREN K. DREYFUS, ESQ.
BLAKE T. BILSTAD, ESQ. CHRISTOPHER A. WHYTOCK, ESQ.
COOLEY GODWARD LLP O'MELVENY & MYERS LLP
4365 EXECUTIVE DRIVE, SUITE 1100 610 NEWPORT CENTER DRIVE, 17TH FLOOR
SAN DIEGO, CA 92121-2128 NEWPORT BEACH, CA 92660-6429
(619) 550-6000 (949) 760-9600
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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.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act") check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) of the Securities Act, please check the following box
and list the Securities Act registration serial number of the earlier effective
registration statement for the same offering. [X] (File No. 333-78545)
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) REGISTRATION FEE
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Common Stock ($.001 par
value)........................ 47,233 Shares $28.00 $1,322,524 $368
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(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(a) promulgated under the Securities Act.
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<PAGE> 2
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON
FORM S-1 (FILE NO. 333-78545)
MP3.com, Inc. (the "Company") hereby incorporates by reference into this
Registration Statement on Form S-1 in its entirety the Registration Statement on
Form S-1 (File No. 333-78545) declared effective July 20, 1999 by the Securities
and Exchange Commission (the "Commission"), including each of the documents
filed by the Company with the Commission as exhibits thereto.
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 as soon as practicable (but no later than the close of
business on July 21, 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 the bank during
regular business hours on July 21, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-1, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Diego, County of San Diego, State of
California, on July 20, 1999.
By: /s/ ROBIN D. RICHARDS
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Robin D. Richards
President and Chief Operating Officer
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SIGNATURE TITLE DATE
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* Chief Executive Officer and Director July 20, 1999
- ------------------------------------------ (Principal Executive Officer)
Michael L. Robertson
/s/ ROBIN D. RICHARDS President, Chief Operating Officer July 20, 1999
- ------------------------------------------ and Director
Robin D. Richards
* Chief Financial Officer and Executive Vice July 20, 1999
- ------------------------------------------ President (Principal Financial and
Paul L. H. Ouyang Accounting Officer)
* Director July 20, 1999
- ------------------------------------------
David E. Easterly
* Director July 20, 1999
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Lawrence F. Probst III
* Director July 20, 1999
- ------------------------------------------
Mark A. Stevens
* Director July 20, 1999
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Theodore W. Waitt
* By: /s/ ROBIN D. RICHARDS
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(Robin D. Richards)
(Attorney-in-fact)
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<PAGE> 4
EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit
5.1.
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<PAGE> 1
EXHIBIT 5.1
[COOLEY GODWARD LLP LETTERHEAD]
July 20, 1999
MP3.com, Inc.
10350 Science Center Drive
Building 14
San Diego, CA 92121
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by MP3.COM, INC. (the "Company") of a Registration Statement on
Form S-1 (the "Rule 462(b) Registration Statement"), with the Securities and
Exchange Commission (the "Commission") pursuant to Rule 462(b) of Regulation C
promulgated under the Securities Act of 1933, as amended, and the offering of up
to 47,233 shares of the Company's Common Stock to be offered by the Company
directly to Arkaro Holding B.V., a Netherlands Corporation (the "Common Stock").
The shares of Common Stock are to be sold together with the shares registered
pursuant to Registration Statement No. 333-78545, which was declared effective
earlier today (the "Initial Registration Statement"). (Such Initial Registration
Statement, as amended, together with the Rule 462(b) Registration Statement, is
herein referred to as the "Registration Statement.")
In connection with this opinion, we have (i) examined and relied upon the
Registration Statement and related Prospectus, the Company's Restated
Certificate of Incorporation and Bylaws and the originals or copies certified to
our satisfaction of such records, documents, certificates, memoranda and other
instruments as in our judgment are necessary or appropriate to enable us to
render the opinion expressed below and (ii) assumed that the shares of the
Common Stock will be sold by the Company at a price established by the Pricing
Committee of the Company's Board of Directors.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Common Stock, when sold and issued in accordance with the Registration
Statement and related Prospectus, will be validly issued, fully paid and
nonassessable.
<PAGE> 2
MP3.com, Inc.
July 20, 1999
Page Two
We consent to the reference to our firm under the caption "Legal Matters" in the
Prospectus included in the Registration Statement and to the filing of this
opinion as an exhibit to the Registration Statement.
Very truly yours,
Cooley Godward LLP
/s/ FREDERICK T. MUTO
By:_________________________________
Frederick T. Muto
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EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
(Form S-1) for the registration of 47,233 shares of MP3.com, Inc's common stock
of the reference to our firm under the captions "Selected Historical Financial
Data" and "Experts" and our report dated April 2, 1999 (except for Note 6, as to
which the date is July 16, 1999) included in the Registration Statement (Form
S-1 No. 333-78545) and related Prospectus of MP3.com, Inc filed with the
Securities and Exchange Commission.
Our audit also included the financial statement schedule of MP3.com, Inc.
for the period from March 17, 1998 (inception) to December 31, 1998 listed in
Item 16(b) of the Registration Statement (Form S-1 No. 333-78545). This
schedule is the responsibility of MP3.com's management. Our responsibility is
to express an opinion based on our audit. In our opinion, the financial
statement schedule referred above, when considered in relation to the basic
financial statements taken as a whole, presents fairly in all material respects
the information set forth therein.
ERNST & YOUNG LLP
San Diego, California
July 19, 1999
