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): October 1, 2002
MEDIABAY, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 1-13469 65-0429858
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
2 Ridgedale Avenue, Suite 300, Cedar Knolls, New Jersey 07927
(Address of principal executive offices)
Registrant's telephone number, including area code: (973) 539-9528
Item 5. Other Events.
(a) On October 1, 2002, MediaBay, Inc. ("MediaBay") announced that it received
a financing commitment of $1,500,000 from a company wholly-owned by its
Chairman, Norton Herrick. For more information please see the press
release attached as Exhibit 99.1 hereto.
(b) On October 3, 2002, MediaBay announced that the maturity date of its
senior credit facility was extended to January 15, 2004. For more
information please see the press release attached as Exhibit 99.2 hereto.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
4.1 $1,000,000 principal amount convertible senior promissory note
due December 31, 2007 issued to Huntingdon Corporation.
99.1 Press Release of MediaBay dated October 1, 2002.
99.2 Press Release of MediaBay dated October 3, 2002.
99.3 Amendment No. 2 to Amended and Restated Credit Agreement made
as of October 3, 2002 by and among MediaBay, Radio Spirits,
Inc. and Audio Book Club, Inc., as borrowers, the Lender
Partners (as defined therein) and ING (US) Capital LLC, as
Issuing Bank and as administrative agent for the Lender
Parties.
99.4 Loan Agreement dated as of October 3, 2002 by and between
MediaBay and Huntingdon Corporation.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MEDIABAY, INC.
By: /s/John Levy
----------------------------
Executive Vice President and
Chief Financial Officer
Date: October 4, 2002
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EXHIBIT INDEX
No. Description
--- -----------
4.1 $1,000,000 principal amount convertible senior promissory note due
December 31, 2007 issued to Huntingdon Corporation.
99.1 Press Release of MediaBay dated October 1, 2002.
99.2 Press Release of MediaBay dated October 3, 2002.
99.3 Amendment No. 2 to Amended and Restated Credit Agreement made as of
October 3, 2002 by and among MediaBay, Radio Spirits, Inc. and Audio Book
Club, Inc., as borrowers, the Lender Partners (as defined therein) and ING
(US) Capital LLC, as Issuing Bank and as administrative agent for the
Lender Parties.
99.4 Loan Agreement dated as of October 3, 2002 by and between MediaBay and
Huntingdon Corporation.
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