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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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) May 15, 2000
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ARTISTdirect, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 333-87547 95-4760230
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
5670 Wilshire Boulevard, Suite 200, Los Angeles, California 90036
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (323) 634-4000
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
In connection with the closing of the company's initial public offering
("IPO") on March 31, 2000, all outstanding shares of the company's series C
redeemable preferred stock automatically converted into shares of common stock.
In connection with the conversion, the company recorded a one-time, non-cash
effective dividend of approximately $24.4 million. Net loss from operations was
not affected by the non-recurring, non-cash effective dividend. Net loss
attributable to common shareholders and loss per share includes the impact of
the effective dividend, in accordance with generally accepted accounting
principles. As a result, the effective dividend would result in additional pro
forma net loss per share of approximately $0.86, based on the pro-forma
weighted average shares outstanding for the three months ended March 31, 2000.
Had the conversion occurred on December 31, 1999, based on the actual shares
outstanding on that date, the amount of the dividend would have been
approximately $20.6 million and would have resulted in additional pro forma net
loss per share of approximately $1.05, based on the pro forma weighted average
shares outstanding for that period. Results of future periods will not be
affected as all of the company's redeemable preferred stock was converted to
common stock in connection with the IPO.
Exhibits.
99.1 Press Release issued by ARTISTdirect, Inc. on May 15, 2000
(announcing filing of 10Q for the quarter ended March 31,
2000).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ARTISTdirect, Inc.
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(Registrant)
June 12, 2000 /s/ James B. Carroll
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Date James B. Carroll
Chief Financial Officer and Executive Vice President
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EXHIBIT INDEX
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EXHIBIT NUMBER DESCRIPTION
<S> <C>
99.1 Press Release issued by ARTISTdirect, Inc. on May 15, 2000
(announcing filing of 10Q for the quarter ended March 31,
2000).
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