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): October 19, 2000
Net4Music Inc.
(Exact name of Registrant as Specified in its Charter)
Minnesota
(State or Other Jurisdiction of Incorporation)
0-26192 41-1716250
(Commission File Number) (IRS Employer
Identification No.)
6210 Bury Drive
Eden Prairie, Minnesota 55346
(Address of Principal Executive Offices and Zip Code)
(952) 937-9611
(Registrant's telephone number, including area code)
Coda Music Technology, Inc.
(Former Name or Former Address, if Changed Since Last Report)
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Item 1. Changes in Control of Registrant
On October 19, 2000, Net4Music Inc., f/k/a Coda Music Technology, Inc. (the
"Registrant") consummated a stock purchase agreement with certain shareholders
of the French company Net4Music S.A. Under the stock purchase agreement, the
Registrant (i) acquired approximately 74% of Net4Music S.A.'s stock on a fully
diluted basis in exchange for shares of the Registrant's common stock, (ii)
assumed certain options and warrants of Net4Music S.A. and (iii) entered into a
put and call agreement with the remaining shareholders and option and warrant
holders of Net4Music to acquire their shares on or before October 18, 2005. The
names of persons who acquired control and the percentage of voting securities in
the Registrant held by them after the closing of the transaction is hereby
incorporated by reference to item "Shareholdings of Principal Shareholders and
Management of Net4Music Inc. Following the Transaction (Pro Forma)" in the
Registrant's Registration Statement on Form S-4 relating to the transaction
(File No. 333-43660).
In connection with the stock purchase agreement, certain specified members of
the Registrant's board of directors entered into a voting agreement with certain
shareholders in which the shareholders agreed to take all action necessary to
cause at least one-third of the members of the Registrant's board of directors
to be at all times comprised of persons designated by the specified directors.
Item 2. Acquisition or Disposition of Assets
On October 19, 2000, Net4Music Inc., f/k/a Coda Music Technology, Inc., acquired
the majority of the shares of the French company Net4Music S.A. See Item 1 for
further details of the transaction.
Item 5. Other Events
Effective October 19, 2000, the Registrant amended its articles of incorporation
and changed its name to "Net4Music Inc.". Moreover, the Registrant increased its
authorized capital to 65,000,000 shares, par value of $.01 per share, 50,000,000
shares of which are designated as common stock and 15,000,000 shares are
undesignated.
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired.
The required financial statements of Net4Music S.A. are not included. They will
be filed as an amendment to this report within 60 days after the date of filing
this report.
(b) Pro forma financial information.
The required pro forma financial information are not included. They will
be filed as an amendment to this report within 60 days after the date of filing
this report.
(c) Exhibits
See Exhibit Index following the signature page.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NET4MUSIC INC.
By /s/ Barbara S. Remley
Date November 3, 2000 Barbara S. Remley,
Chief Financial Officer
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Exhibit Index
Exhibit No. Description
(2) Stock Purchase Agreement dated August 11, 2000 between Coda Music
Technology, Inc., Net4Music S.A. and certain shareholders of Net4Music
S.A. - incorporated by reference to Exhibit 2 to the Registrant's
Registration Statement on Form S-4 (File No. 333-43660).
(3)(i) Amended and Restated Articles of Incorporation of Net4Music Inc. (as
amended through October 19, 2000)
