SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 9)*
MediaBay, Inc.
Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
58446J 10 8
(CUSIP Number)
Brad L. Shiffman, Esq.
Blank Rome Tenzer Greenblatt LLP
405 Lexington Avenue, New York, New York 10174 (212) 885-5442
Address and Telephone Number of Person Authorized to
Receive Notice and Communications)
December 15, 2000
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
|_|.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D/A
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CUSIP NO. 58446J 10 8 Page 2 of 4 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Norton Herrick
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY 5,613,720 (includes 4,832,060 shares of Common Stock
OWNED BY issuable if options and warrants are exercised and
EACH convertible debt is converted) as of December 15, 2000
REPORTING
PERSON
WITH
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
5,613,720 (includes 4,832,060 shares of Common Stock
issuable if options and warrants are exercised and
convertible debt is converted) as of December 15, 2000
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,613,720 (includes 4,832,060 shares of Common Stock issuable if
options and warrants are exercised and convertible debt is converted)
as of December 15, 2000.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*|X|
Does not include 2,964,180 shares held by N. Herrick Irrevocable ABC
Trust (the "N. Herrick Trust"), of which Norton Herrick is the sole
beneficiary and in which he therefore may be deemed to have an
economic interest. Mr. Herrick does not have voting power or
dispositive power with respect to the 2,964,180 shares held by the N.
Herrick Trust.
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.0%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7 (INCLUDING
EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 4 Pages
<PAGE>
This Amendment is being filed solely to reflect a change in the Reporting
Person's beneficial ownership of the Common Stock, no par value (the "Common
Stock") of MediaBay, Inc. (the "Company"). Except as amended hereby, there has
been no change in the information contained in the Schedule 13D, as previously
amended.
Item 3. Source and Amount of Funds or other Consideration.
Not Applicable
Item 4. Purpose of Transaction.
This Amendment reports the following transactions:
On December 15, 2000, the Reporting Person rescinded the sale of $1,984,250
principal amount of the Convertible Note because the purchasers failed to make
the payment required under the agreements of sale, and, as a result, the
Reporting Person returned to the Company for cancellation warrants to purchase
46,299 shares of Common Stock.
Item 5. Interest in Securities of the Issuer.
As of December 15, 2000, the Reporting Person beneficially owned an
aggregate of 5,613,720 shares of Common Stock constituting approximately 30.0%
of the outstanding Common Stock.
See Items 7-11 of the cover sheet of this Amendment.
Item 7. Materials to be filed as Exhibits.
None
Page 3 of 4 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DATE: December 15, 2000
/s/ Norton Herrick
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Norton Herrick
Page 4 of 4 Pages
