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): June 16, 2003
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.
MediaBay, Inc. ("MediaBay") is filing this report to report the following event:
On June 16, 2003, Audio Book Club, Inc. ("ABC"), a wholly-owned subsidiary
of MediaBay entered into a settlement agreement with respect to a lawsuit
in which ABC was the plaintiff and arising out of an acquisition made by
ABC. Pursuant to the settlement agreement, ABC received $350,000 in cash,
the return of 325,000 shares of MediaBay common stock issued in connection
with the acquisition and the termination of put rights granted to the
seller in the acquisition with respect to 230,000 of the shares (put
rights with respect to the remaining 95,000 shares had previously
terminated). The termination of the puts rights terminates a $3,450,000
future contingent obligation of MediaBay and results in a corresponding
increase in stockholders' equity.
The unaudited pro forma consolidated balance sheet as of April 30, 2003
presented below in this item 5 illustrates the effect of the settlement on
MediaBay's balance sheet as of April 30, 2003, as if it had occurred prior
to such date. In the opinion of management, the interim unaudited balance
sheet includes all material adjustments, all of which are of a normal
recurring nature, necessary to present fairly the Company's financial
position for the period presented. However, because the balance sheet is
unaudited, it is subject to adjustment.
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MediaBay, Inc.
Pro Forma Condensed Consolidated Balance Sheet
As of
April 30, 2003
(Dollars in thousands)
(Unaudited)
Historical Pro Forma
April 30, Pro Forma April 30,
2003 Adjustments Notes 2003
---------------------------------------------
Assets
Current assets:
Cash and cash equivalents $ 14 $ 685 (1)(2) $ 699
Accounts receivable, net of allowances for sales returns and
doubtful accounts of $4,585 6,170 6,170
Inventory 5,153 5,153
Prepaid expenses and other current assets 784 784
Royalty advances 1,004 1,004
---------------------- --------
Total current assets 13,125 685 13,810
Fixed assets, net of accumulated depreciation of $717 318 318
Deferred member acquisition costs 7,003 7,003
Deferred income taxes 16,224 16,224
Other intangibles, net 154 154
Goodwill, net 9,658 9,658
---------------------- --------
$ 46,482 $ 685 $ 47,167
====================== ========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses $ 16,866 $ 16,866
Current portion - long-term debt 3,850 3,850
---------------------- --------
Total current liabilities 20,716 20,716
---------------------- --------
Long-term debt 12,851 12,851
---------------------- --------
Common stock subject to contingent put rights 4,550 (3,450) (1) 1,100
---------------------- --------
Preferred stock, no par value, authorized 5,000,000 shares;
25,000 shares issued and outstanding 2,500 335 (2) 2,835
Common stock; no par value, authorized 150,000,000 shares; --
issued and outstanding 14,341,376 (historical) and
14,016,376 (pro forma) 94,794 94,794
Contributed capital 8,274 (247) (1) 8,027
Accumulated deficit (97,203) 4,047 (1) (93,156)
---------------------- --------
Total common stockholders' equity 8,365 4,135 12,500
---------------------- --------
$ 46,482 $ 685 $ 47,167
====================== ========
Notes:
(1) On June 16, 2003, Audio Book Club, Inc. ("ABC"), a wholly-owned subsidiary
of MediaBay entered into a binding settlement agreement with respect to a
lawsuit in which ABC was the plaintiff and arising out of an acquisition
made by ABC. Pursuant to the settlement agreement, ABC received $350 in
cash, the return of 325,000 shares of MediaBay common stock issued in
connection with the acquisition and the termination of put rights granted
to the seller in the acquisition with with respect to 230,000 of the
shares (put rights with respect to the remaining 95,000 shares had
previously terminated).
(2) On May 7, 2003, the Company sold 3,350 shares of a newly created Series B
Convertible Preferred Stock with a liquidation preference of $100 per
share for $335.
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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 F. Levy
------------------------------------
Executive Vice President and
Chief Financial Officer
Date: June 19, 2003
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