8-K 1 v73897e8-k.txt FORM 8-K 1 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 27, 2001 LAUNCH MEDIA, INC. (Exact name of registrant as specified in its charter) --------------------------------------------------------------------------------------------------- Delaware 000-25273 95-4463753 --------------------------------- ------------------------------- --------------------------------- (State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.) incorporation)

-------------------------------------------------------------------------------- 2700 Pennsylvania Avenue Santa Monica, California 90404 (Address of principal executive offices) (Zip Code) -------------------------------------------------------------------------------- Registrant's telephone number, including area code: (310) 526-4300 (Former name or former address, if changed since last report) 2 ITEM 5. OTHER EVENTS. On June 27, 2001, Launch Media, Inc.("Launch") entered into an Agreement and Plan of Merger with Yahoo! Inc. and Jewel Acquisition Corporation. A copy of the agreement is attached hereto as Exhibit 2.1. Concurrently with the execution of the Agreement and Plan of Merger, Launch's executive officers, directors and certain affiliates entered into a Stockholders Agreement in the form attached hereto as Exhibit 2.2, and certain stockholders of Launch entered into a Stockholders Agreement in the form attached hereto as Exhibit 2.3 Also included herein for completeness, and filed herewith as an exhibit incorporated by reference herein, is a press release issued by Yahoo! Inc. and Launch dated June 28, 2001, announcing the signing of the Agreement and Plan of Merger. Launch security holders and any potential investors in Launch are advised to carefully read the tender offer statement on Schedule TO, the solicitation / recommendation statement on Schedule 14D-9 and any other documents Launch or Yahoo! Inc. files with the Securities and Exchange Commission in connection with the proposed tender offer or merger when they become available because they will contain important information about the proposed transaction. Investors and security holders may obtain free copies of these documents (when available) and other documents filed by Launch at the SEC's website at www.sec.gov. These documents (when available) may also be obtained for free by contacting Jeffrey M. Mickeal at (310) 526-4300 at Launch. ITEM 7. EXHIBITS. 2.1 Agreement and Plan of Merger, dated as of June 27, 2001, by and among Yahoo! Inc., Jewel Acquisition Corporation and Launch Media, Inc. 2.2 Form of Stockholders Agreement dated as of June 27, 2001, by and among Yahoo! Inc., Jewel Acquisition Corporation and certain stockholders of Launch Media, Inc. 2.3 Form of Stockholders Agreement dated as of June 27, 2001, by and among Yahoo! Inc., Jewel Acquisition Corporation and certain stockholders of Launch Media, Inc. 99.1 Press release dated June 28, 2001.

3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LAUNCH MEDIA, INC. Date: July 2, 2001 By: /S/ JEFFREY M. MICKEAL ------------------------------------- Jeffrey M. Mickeal Chief Financial Officer and Secretary 4 EXHIBIT INDEX

Exhibit No. Description ----------- ----------- 2.1 ~~Membership~~Agreement ~~Interest~~and ~~Purchase~~Plan ~~Agreement~~of Merger, dated as of June 1227, ~~2000~~2001, by and among ~~Launch~~Yahoo! Inc., CJewel Acquisition Corporation and Launch Media Inc.C 2.~~R.L.,~~2 ~~Creative~~Form ~~Artists~~of ~~Agency,~~Stockholders ~~LLC,~~Agreement ~~Codikow~~dated &as ~~Carroll~~of June 27, ~~P.C.~~2001, 4by ~~Fini,~~and among Yahoo! Inc., Jewel Acquisition Corporation and ~~Vans~~certain stockholders of Launch Media, Inc. ~~Schedules~~2.3 ~~and~~Form ~~similar~~of ~~attachments~~Stockholders toAgreement ~~this~~dated ~~Exhibit~~as ~~have~~of ~~not~~June ~~been~~27, ~~filed;~~2001, ~~Launch~~by ~~will~~and ~~furnish~~among ~~supplementally~~Yahoo! aInc., ~~copy~~Jewel ofAcquisition ~~any~~Corporation ~~omitted~~and ~~schedule~~certain tostockholders ~~the~~of ~~Commission~~Launch ~~upon~~Media, ~~request~~Inc. 99.1 Press release dated ~~September~~June 728, ~~2000 announcing the completion of the acquisition~~2001.

Exhibit No. Description ----------- ----------- 2 Membership Interest Purchase Agreement dated as of June 12, 2000 by and among Launch, C.C.R.L., Creative Artists Agency, LLC, Codikow & Carroll, P.C., 4 Fini, Inc. and Vans, Inc. Schedules and similar attachments to this Exhibit have not been filed; Launch will furnish supplementally a copy of any omitted schedule to the Commission upon request. 99 Press release dated September 7, 2000 announcing the completion of the acquisition.

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