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. 12)*
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)
November 15, 2002
(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).
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*
PF
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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 17,562,245 (includes 16,597,085 shares of Common Stock
BENEFICIALLY issuable if options and warrants are exercised and
OWNED BY convertible debt is converted) as of November 15, 2002
EACH
REPORTING
PERSON
WITH
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
17,562,245 (includes 16,597,085 shares of Common Stock
issuable if options and warrants are exercised and
convertible debt is converted) as of November 15, 2002
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,562,245 (includes 16,597,085 shares of Common Stock
issuable if options and warrants are exercised and
convertible debt is converted) as of November 15, 2002.
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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
the Reporting Person is the sole beneficiary and in which
he therefore may be deemed to have an economic interest.
The Reporting Person 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)
56.9%
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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
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.
This Amendment reports the following transactions:
(i) On October 3, 2002, Huntingdon Corp. ("Huntingdon"), a company
wholly-owned by the Reporting Person, purchased a $1,000,000
principal amount convertible senior promissory note due September
30, 2003 (the "First Note"). The First Note is convertible into
shares of Common Stock at the rate of $2.00 of principal and/or
interest per share. The First Note was issued in consideration of a
$1,000,000 loan made to the Company by Huntingdon. As partial
consideration for the loan, the Company issued to Huntingdon
warrants to purchase 250,000 shares of Common Stock at an exercise
price of $2.00 per share. The warrants are exercisable until October
3, 2012.
(ii) October 10, 2002, Huntingdon purchased a $150,000 principal amount
convertible senior promissory note due September 30, 2007 (the
"Second Note"). The Second Note is convertible into shares of Common
Stock at the rate of $2.00 principal and/or interest per share. The
Second Note was issued in consideration of a $150,000 loan made to
the Company by Huntingdon. As partial consideration for the loan,
the Company issued to Huntingdon warrants to purchase 37,500 of
Common Stock at an exercise price of $2.00 per share. The warrants
are exercisable until October 3, 2012.
(iii) On November 15, 2002, Huntingdon purchased a $350,000 principal
amount convertible senior promissory note due September 30, 2007
(the "Third Note"). The Third Note is convertible into shares of
Common Stock at the rate of $1.25 of principal and/or interest per
share. The Third Note was issued in consideration of a $350,000 loan
made to the Company by Huntingdon. As partial consideration for the
loan, the Company issued to Huntingdon warrants to purchase 140,000
shares of Common Stock at an exercise price of $1.25 per share. The
warrants are exercisable until October 3, 2012.
The aggregate funds used to purchase the securities represented in this
Item 3 were $1,500,000 and the source of the funds was form personal funds of
the Reporting Person.
Item 4. Purpose of Transaction.
The purpose of the transaction reported in item 3 by this Amendment is to
provide senior debt financing required by the Company to fund the Company's
working capital requirements.
Page 3 of 4 Pages
Item 5. Interest in Securities of the Issuer.
As of November 15, 2002, the Reporting Person beneficially owned an
aggregate of 17,562,245 shares of Common Stock constituting approximately 56.9%
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
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: November 19, 2002
/s/ Norton Herrick
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Norton Herrick
Page 4 of 4 Pages