EXHIBIT 8
musicmaker.com, Inc. Appoints Three New Board Members and New President and
Chief Executive Officer
Consent Solicitation by BCG Strategic Investors is Withdrawn
RESTON. Va. -- (BUSINESS WIRE)--Jan. 16, 2001--musicmaker.com, Inc. (NASDAQ
NM:HITS - news) announced today that it had appointed three new additional
members to its Board of Directors, Seymour Holtzman, James Mitarotonda and
Joseph Wright, Jr., bringing the total number of directors to seven. The
company further announced that BCG Strategic Investors and their affiliates
have agreed to withdraw their consent solicitation which had sought to, among
other things, elect a majority of the company's Board of Directors.
In addition, Mr. Holtzman will become Chairman of the Board, and Mr. Mitarotonda
will become President and Chief Executive Officer following the resignation of
the company's current Chairman, CEO, and President, Devarajan Puthukarai, on
January 18, 2001. As part of this agreement, BCG also entered into a standstill
agreement with the company, pursuant to which BCG and its affiliates will not
purchase any additional shares of musicmaker stock or take any other action to
change the composition of musicmaker's board of directors for a period of ninety
days.
Commenting on the agreement, Mr. Puthukarai, who will remain on the Company's
Board of Directors stated, "This resolution is in the best interests of the
company and all of its stockholders. It will allow us all to focus on our common
goal of maximizing value in the liquidation process for stockholders."
Mr. Mitarotonda stated, "We are pleased with this result. We look forward to
working together with the current directors, for the benefit of all
stockholders."
Certain statements in this press release constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995
including but not necessarily limited to statements about the proposed
liquidation of musicmaker.com's business and the distribution of its assets.
Such forward-looking statements are subject to known and unknown risks,
uncertainties and other factors which may cause actual results or performance of
the Company or its distribution after liquidation to be materially different
from any future results or performance indicated or implied by such
forward-looking statements. Such factors include and/or concern, among other
things: the failure to obtain as high a price for a particular asset of the
Company sold in connection with the liquidation as might have been secured if
the Company were not in liquidation; the failure to negotiate an orderly
wind-down of the Company's obligations to its creditors, the effect of
litigation in which the Company is involved, as well as the risks set forth in
the Company's registration statement on Form S-1 dated as of July 7, 1999 as
filed with the Securities Exchange Commission and the Company's Annual Report on
Form 10-K dated December 31, 1999 and those other risk factors listed from time
to time in the Company's other SEC filings, including but not necessarily
limited to the consent revocation
-18-
<PAGE>
statement opposing certain proposals and the information statement describing
the Plan of Liquidation that will be filed with the Securities and Exchange
Commission and mailed to stockholders. musicmaker.com, Inc. assumes no
obligation to update or revise any forward-looking statements appearing in this
press release.
Contact:
musicmaker.com
Mark A. Fowler, CFO
(703) 860-2289
