SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
The Singing Machine Company, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
829322304
(CUSIP Number)
Nicholas S. Hodge, Esq.
Edwards & Angell, LLP
101 Federal Street
Boston, MA 02110-1800
(617) 439-4444
(Name, address and telephone number of person authorized
to receive notices and communications)
December 8, 1998
(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(b) (3) or (4), check the following box: ______
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CUSIP No. 829322304
1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person
The Harry Fox Agency, Inc.
13-2656874
2. Check the Appropriate Box if a Member of a Group
(a) _____
(b) _____
3. SEC Use Only
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
6. Citizenship or Place of Organization
New York
Number of 7 Sole Voting Power
Shares
Beneficially 410,675
Owned By 8 Shared Voting Power
Each
Reporting -0-
Person With 9 Sole Dispositive Power
410,675
10 Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person
410,675
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
17.4% of the Common Stock, $.01 par value.
14. Type of Reporting Person
CO
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the Common Stock, $.01 par value per
share (the "Common Stock"), of The Singing Machine Company, Inc., a Florida
corporation (the "Company").
The principal executive offices of the Company are located at 3101 N.W. 25th
Avenue, Pompano Beach, Florida 33069.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is being filed by The Harry Fox Agency, Inc., a New
York corporation ("Harry Fox"), which is a wholly-owned licensing
subsidiary of National Music Publishers' Association, Inc., a Delaware
corporation ("NMPA"). The directors of Harry Fox are Irwin Robinson,
Freddy Bienstock, Leon Brettler, Arnold Broido, Evan Medow, Stanley
Mills, and Ralph Peer II, and the executive officers of Harry Fox are
Irwin Robinson - Chairman; Edward Murphy - President & Chief Executive
Officer; Robert Shaw - Executive Vice President & Chief Operating
Officer; Charles Sanders - Senior Vice President, Legal; and Yoshio
Inomata - Senior Vice President, International. The directors of NMPA
are Martin Bandier, Freddy Bienstock, Helene Blue, Leon Brettler,
Arnold Broido, John Eastman, Jerry Flowers, Lance Freed, Al Gallico,
Donna Hilley, Maxyne Lang, Leeds Levy, William Lowery, Evan Medow,
Stanley Mills, Jay Morgenstern, Ralph Peer II, and Irwin Robinson. The
executive officers of NMPA are Irwin Robinson - Chairman; Edward
Murphy - President & Chief Executive Officer; and Robert Shaw -
Executive Vice President & Chief Operating Officer.
(b) The principal business address of Harry Fox and each of the directors
and executive officers of Harry Fox is 711 Third Avenue, New York, New
York 10017. The principal business address of NMPA and each of the
directors and executive officers of NMPA is 711 Third Avenue, New
York, New York 10017.
(c) Harry Fox was established to provide an information source,
clearinghouse and monitoring service for licensing musical copyrights.
It represents more than 19,000 American music publishers and licenses
a large percentage of uses of music in the United States. It also
licenses music on a worldwide basis on behalf of its
publisher-principals for use in films, commercials, television
programs, and all other types of audio-visual media. The principal
occupations of the executive officers of Harry Fox are as follows:
Irwin Robinson - publisher, Famous Music Publishing, 1633 Broadway,
New York, N.Y. 10019; Edward Murphy - President and Chief Executive
Officer, Harry Fox and NMPA; Robert Shaw - Executive Vice President
and Chief Operating Officer, Harry Fox and NMPA; Charles Sanders -
Senior Vice President, Legal; and Yoshio Inomata - Senior Vice
President, International.
Harry Fox is a wholly-owned licensing subsidiary of NMPA, which has
been at the forefront of legislative, legal and educational
initiatives relating to copyright and new technologies, both in the
United States and abroad. Currently representing more than 600
American music publishers, NMPA has worked to interpret copyright law,
educate the public about licensing, and safeguard the interests of its
members. The principal occupations of the executive officers of NMPA
are as follows: Irwin Robinson - publisher, Famous Music Publishing,
1633 Broadway, New York, N.Y. 10019; Edward Murphy - President and
Chief Executive Officer, Harry Fox and NMPA; and Robert Shaw -
Executive Vice President and Chief Operating Officer, Harry Fox and
NMPA.
(d) During the last five years, (i) neither Harry Fox nor any of its
directors or executive officers has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), and
(ii) neither NMPA nor any of its directors and executive officers has
been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) During the last five years, (i) neither Harry Fox nor any of its
directors or executive officers has been a party to a civil proceeding
or a judicial or administrative body of competent jurisdiction and as
a result of such proceedings was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or
mandating activities subject to federal or state securities laws or
finding any violation with respect to such laws, and (ii) neither NMPA
nor any of its directors or executive officers has been a party to a
civil proceeding or a judicial or administrative body of competent
jurisdiction and as a result of such proceedings was or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to federal or state
securities laws or finding any violation with respect to such laws.
(f) Harry Fox is formed under the laws of the State of New York. All of
the directors and executive officers of Harry Fox are United States
citizens. NMPA is formed under the laws of Delaware. All of the
directors and executive officers of NMPA are United States citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
In August 1995, Harry Fox entered into a settlement agreement with the Company
and Eugene B. Settler -- a shareholder as well as a former officer and director
of the Company -- as a result of their failure to render proper statements of
account and to pay royalties. In April 1996, after the Company and Mr. Settler
had failed to make payments due under the settlement agreement, Harry Fox
commenced an action against them in the Circuit Court of the Fifteenth Judicial
Circuit in and for Palm Beach County, Florida.
In April 1997, the Company filed a Chapter 11 bankruptcy petition with the
United States Bankruptcy Court in the Southern District of Florida. Harry Fox
participated in the bankruptcy action as an unsecured creditor. In February
1998, the court approved a plan of reorganization of the Company and allotted to
Harry Fox 410,675 shares of the common stock of the Company.
ITEM 4. PURPOSE OF THE TRANSACTION
The foregoing acquisitions of the Common Stock of the Company were made for the
purpose of influencing the control of the Company. Harry Fox may acquire
additional securities of the Company or dispose of securities of the Company.
Harry Fox may also effect a change in the present board of directors or
management of the Company.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date hereof, Harry Fox is the beneficial owner of 410,675
shares or 17.4% of the Common Stock, $.01 par value, of the Company.
(b) Harry Fox has sole power to vote or direct the vote of and the sole
power to dispose of or to direct the disposition of 410,675 shares of
Common Stock.
(c) Not applicable.
(d) Harry Fox intends, at some point in the future, to distribute the
proceeds from the sale of the Common Stock to its
publisher-principals, none of which has an interest in five percent or
more of the Common Stock.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
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 11, 1998 THE HARRY FOX AGENCY, INC.
By:/s/ Edward Murphy
----------------------------
Name: Edward Murphy
Title: President
