<PAGE>
As filed with the Securities and Exchange Commission on September 7, 1999
Registration No. 333-72685
================================================================================
SECURITIES AND EXCHANGE COMMISION
Washington, DC 20549
____________________
FORM S-1
Post-Effective Amendment No. 1 to
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________
MUSICMAKER.COM, INC.
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<CAPTION>
<S> <C> <C>
Delaware 5961 54-1811721
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
</TABLE>
1831 Wiehle Avenue
Suite 128
Reston, Virginia 20190
(703) 904-4110
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
____________________
Robert P. Bernardi
Co-Chief Executive Officer
musicmaker.com, Inc.
1831 Wiehle Avenue
Suite 128
Reston, Virginia 20190
(703) 904-4110
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
____________________
Copies to:
<TABLE>
<S> <C>
John L. Sullivan, III Andrew J. Sherman
Erik J. Lichter David J. Kaufman
Venable, Baetjer and Howard, LLP Alan J. Schaeffer
2010 Corporate Ridge Katten Muchin & Zavis
Suite 400 1025 Thomas Jefferson St., N.W.
McLean, Virginia 22102 Suite 700
(703) 760-1600 Washington, DC 20007
(202) 625-3790
</TABLE>
____________________
Approximate date of commencement of proposed sale to the public: Not
Applicable.
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, 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. [ ]
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. [ ]
THIS POST-EFFECTIVE AMENDMENT NO. 1 SHALL BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(C) OF THE SECURITIES ACT OF 1933 ON SUCH DATE AS THE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(C), MAY DETERMINE.
DEREGISTRATION
In accordance with the undertakings contained in Part II of this
Registration Statement and Item 512 of Regulation S-K, musicmaker.com, Inc. (the
"Company") has filed this Post-Effective Amendment No. 1 to remove from
registration all of the securities registered under this Registration Statement,
which remain unsold at the termination of the offering.
The Company hereby removes from registration 900,000 shares of common
stock, $0.01 par value per share, registered by the Company in this Registration
Statement, which remain unsold at the termination of the offering.
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-1 and authorized this Post-Effective Amendment
No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, in Reston Virginia, on September 3, 1999.
MUSICMAKER.COM, INC.
By: /s/ ROBERT P. BERNARDI
----------------------
Name: Robert P. Bernardi
Title: Co-Chief Executive Officer
Pursuant to the requirements of the Securities Act, Post-Effective Amendment No.
1 to the Registration Statement has been signed by the following persons in the
capacities and on the dated indicated.
<TABLE>
<CAPTION>
Signature Title Date
- ---------------------------- ----------------------------- -----------------
<S> <C> <C>
/s/ ROBERT P. BERNARDI Chairman and Co-Chief September 3, 1999
- ----------------------------
Robert P. Bernardi Executive Officer (Principal
Executive Officer)
/s/ MARK A. FOWLER Director of Finance and September 3, 1999
- ----------------------------
Mark A. Fowler Administration and Chief
Financial Officer (Principal
Financial and Accounting
Officer)
* Vice Chairman September 3, 1999
- ----------------------------
Irwin H. Steinberg
* Co-Chief Executive Officer, September 3, 1999
- ----------------------------
Devarajan S. Puthukarai President, Chief Operating
Officer and Director
* Director September 3, 1999
- --------------------------
Edward J. Mathias
* Director September 3, 1999
- --------------------------
Jay A. Samit
* Director September 3, 1999
- --------------------------
Jonathan A.B. Smith
* Director September 3, 1999
- --------------------------
John A. Skolas
</TABLE>
* By: /s/ ROBERT P. BERNARDI
----------------------
Name: Robert P. Bernardi,
Attorney-in-Fact
