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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number: 000-26585
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 1999
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ____________________________
[ Read Instruction (on back page) Before Preparing Form. Please Print or Type ]
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
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Full Name of Registrant
Musicmaker.com, Inc.
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Form Name if Applicable
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Address of Principal Executive Office (Street and Number)
1740 Broadway, 23rd Floor
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City, State and Zip Code
New York, NY 10019
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PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
| (a) The reasons described in reasonable detail in Part III of this form
| could not be eliminated without unreasonable effort or expense;
| (b) The subject annual report, semi-annual report, transition report on
| Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be
| filed on or before the fifteenth calendar day following the
[X] | prescribed due date; or the subject quarterly report of transition
| report on Form 10-Q, or portion thereof will be filed on or before
| the fifth calendar day following the prescribed due date; and
| (c) The accountant's statement or other exhibit required by Rule
| 12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed with the
prescribed time period.
Registrant was unable to file its Annual Report on Form 10-K by the March 30,
2000 filing date. The delay in completing the financial statements is due to the
Registrant's inability to complete its financial statements, provide the
Registrant's auditors with certain information and the auditor's inability to
complete their audit of the Company's financial statements within the required
time period. Attached as Exhibit A is a statement from Ernst & Young LLP stating
that the audit of the Company's financial statements cannot be completed timely.
(Attach Extra Sheets if Needed)
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Donald P. Creston, Esq. (202) 429-3267
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed? If answer is
no, identify report(s). [X] Yes [ ] No
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(3) Is it anticipated that any significant changes in results of operations
from the corresponding period for the last fiscal year will be reflected by
the earnings statements to be included in the subject report or portion
thereof? [X] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
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Musicmaker.com, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date March 31, 2000 By /s/ Mark Fowler
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Mark A. Fowler
Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
+----------------------------------ATTENTION-----------------------------------+
| INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT |
| CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). |
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in or
filed with the form will be made a matter of public record in the Commission
files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or
Rule 202 of Regulation S-T ((S)232.201 or (S)232.202 of this chapter) or
apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation
S-T ((S)232.13(b) of this chapter).
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EXHIBIT A
ACCOUNTANT'S STATEMENT
Pursuant to Rule 12b-25 of the General Rules and Regulations under the
Securities Act of 1934, we inform you that we have been furnished a copy of Form
12b-25 to be filed by Musicmaker.com, Inc. on or about March 31, 2000, which
contains notification of the Registrant's inability to file its Annual Report on
Form 10-K by March 30, 2000. We have read the Company's statements contained in
Part III therein and we agree with the stated reasons as to why we have been
unable to complete our audit and report on the financial statements for the year
ended December 31, 1999, to be included in the Form 10-K.
Very truly yours,
/s/ ERNST & YOUNG LLP
McLean, Virginia
March 31, 2000
EXHIBIT B
Musicmaker anticipates a significant change in results of operations for
the year ended December 31, 1999 as compared to be year ended December 31, 1998.
Musicmaker issued a press release on February 24, 2000 announcing:
(1) Net revenues were $1,044,000 for the year ended December 31, 1999
compared to $74,000 for the year ended December 31, 1998.
(2) The net loss applicable to common shareholders (which includes
non-cash charges related to the accretion for preferred stock warrants and
amortization of license fees) was $27,035,000 or $(1.33) per common share for
the year ended December 31, 1999 compared to $4,773,000, or $(0.94) per share
for the previous year.
(3) Non-cash charges related to the accretion for preferred stock
warrants and amortization of license fees were $12,522,000 and $424,000 for the
year ended December 31, 1999 and 1998, respectively.
(4) Cash and cash equivalents at December 31, 1999 were $58,291,000
compared to $973,000 for December 31, 1998.
