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. 13)*
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)
May 13, 2003
(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
CUSIP No. 58446J 10 8 13D Page 2 of 3 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
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
18,363,295 (includes 16,597,085 shares of Common Stock
issuable if options and warrants are exercised and
convertible debt is converted) as of May 13, 2003
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 18,363,295 (includes 16,597,085 shares of Common Stock
WITH issuable if options and warrants are exercised and
convertible debt is converted) as of May 13, 2003.
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10 SHARED DISPOSITIVE POWER
8,321,322 shares (includes 5,357,142 shares of Common Stock
issuable if convertible notes and preferred stock are
converted) as of May 13, 2003
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,684,617 (includes 21,954,227 shares of Common Stock issuable if warrants
are exercised and convertible debt is converted) as of May 13, 2003.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
73.5%
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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 3 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 transaction:
On May 13, 2003, the Reporting Person purchased 447,350 shares of
common stock in a private transaction from Englewood Investments, LLC, a company
wholy-owned by Betty Sutta, the Reporting Person's sister-in-law, at an
aggregate purchase price of $357,800. The source of the funds was from personal
funds of the Reporting Person.
Item 4. Purpose of Transaction.
The purpose of the transaction reported in item 3 by this Amendment
is for investment.
Item 5. Interest in Securities of the Issuer.
As of May 13, 2003, the Reporting Person beneficially owned an
aggregate of 26,684,617 shares of Common Stock constituting approximately 73.5%
of the 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: May 20, 2003
/s/. Norton Herrick
--------------------------------
Norton Herrick
Page 3 of 3 Pages