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. 11)*
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)
February 22, 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*
N/A
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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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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED BY 17,031,877 (includes 16,107,717 shares of Common Stock
EACH issuable if options and warrants are exercised and
REPORTING convertible debt is converted) as of February 22, 2002
PERSON
WITH
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
17,031,877 (includes 16,107,717 shares of Common Stock
issuable if options and warrants are exercised and
convertible debt is converted) as of February 22, 2002
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,031,877 (includes 16,107,717 shares of Common Stock issuable if options
and warrants are exercised and convertible debt is converted) as of
February 22, 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)
56.8%
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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 February 22, 2002, Huntingdon Corp. ("Huntingdon"), a company
wholly-owned by the Reporting Person, purchased (a) a $500,000 principal amount
convertible senior promissory note due June 30, 2003 (the "Note"). The Note is
convertible into shares of Common Stock at the rate of $.56 of principal and/or
interest per share. The Note was issued in consideration of a $500,000 loan made
to the Company by Huntingdon. As partial consideration for the loan and pursuant
to an agreement dated April 30, 2001, the Company granted to Huntingdon warrants
to purchase 250,000 of Common Stock at an exercise price of $.56 per share. The
warrants are exercisable until May 14, 2011.
(ii) On November 23, 2001, the Company granted to the Reporting Person
employee stock options to purchase 300,000 shares of Common Stock.
Item 4. Purpose of Transaction.
The purpose of the transaction reported in paragraph (i) of item 3 by this
Amendment is to provide senior debt financing required by the Company to fund
the Company's working capital requirements.
Item 5. Interest in Securities of the Issuer.
As of February 22, 2002, the Reporting Person beneficially owned an
aggregate of 17,031,877 shares of Common Stock constituting approximately 56.8%
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
Page 3 of 4 Pages
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: February 22, 2002
/s/ Norton Herrick
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Norton Herrick
Page 4 of 4 Pages