4/A//SEC Filing
MEDIABAY INC 4/A
Accession 0001123292-03-000420
CIK 0001040973operating
Filed
Sep 4, 8:00 PM ET
Accepted
Sep 5, 8:58 PM ET
Size
11.9 KB
Accession
0001123292-03-000420
Insider Transaction Report
Form 4/AAmended
MEDIABAY INCMBAY
HERRICK NORTON
Other
Transactions
- Other
Convertible Senior Subordinated Note Due December 31, 2004
2000-12-15$1388125.00/shExercise: $11.13From: 1998-12-31Exp: 2004-12-31→ Common Stock (124,775 underlying) - Other
Common Stock Warrants (Right to Buy)
2000-12-15+18,480→ 928,701 totalExercise: $8.41From: 2000-08-25Exp: 2003-12-31→ Common Stock (18,480 underlying) - Other
Common Stock Warrants (Right to Buy)
2000-12-15−64,779→ 910,221 totalExercise: $8.41From: 2000-08-25Exp: 2003-12-31→ Common Stock (64,779 underlying)
Footnotes (5)
- [F1]On December 15, 2000, the Reporting Person rescinded the sale of $1,388,125 principal amount note that was the subject of a sale agreement with SPH Equities, Inc. (SPH) dated August 25, 2000, as discussed in note 1 to the Reporting Person's amended Form 4 for August 2000. SPH failed to pay the purchase price as required under the sale agreement. The effect of the rescission was the acquisition by the Reporting Person of the entire principal amount of the note with the same terms as the Convertible Senior Subordinated Note described in note 1 of the Reporting Person's amended Form 4 for September 1999.
- [F2]On December 15, 2000, the Reporting Person rescinded the sale of $596,125 principal amount of the note that was the subject of a sale agreement with Millworth Investments, Inc. (Millworth) dated August 25, 2000, as discussed in note 3 to the Reporting Person's amended Form 4 for August 2000. The Reporting Person rescinded the sale because of the failure of Millworth to pay the entire amount due. The Reporting Person had an understanding with Millworth that the Reporting Person retained a right to receive a percentage of the profits derived from the sale by Millworth of any shares of Common Stock acquired upon conversion of the $1,388,125 principal amount convertible note. Prior to the rescission, Millworth, whose President is Howard Appel, a business acquaintance of the Reporting Person, had converted in the aggregate $792,000 of the $1,388,125 principal amount convertible note and received 440,000 shares of Common Stock upon conversion.
- [F3][Continuation of prior footnote] Of these 440,000 shares, 170,000 were sold by Millworth and 270,000 were delivered to two third-party entities in private transactions in satisfaction of an obligation of the Reporting Person. The Reporting Person has no continuing beneficial ownership in these shares. The sales and deliveries of the converted shares are reported in the Reporting Person's Form 5 for the year ended December 31, 2000. The effect of the rescission was the acquisition by the Reporting Person of $596,125 principal amount of the note with the same terms as the Convertible Senior Subordinated Note described in note 1 of the Reporting Person's amended Form 4 for September 1999.
- [F4]The Reporting Person received 64,779 warrants pursuant to the letter agreement dated December 31, 1998, which is referenced in note 1 of the Reporting Person's Form 4 for September 1999. Because the transactions to which the warrants related were rescinded, the Reporting Person returned to the Issuer for cancellation all of the warrants issued in connection with those transactions.
- [F5]These warrants were issued pursuant to the letter agreement dated December 31, 1998 described in note 1 of the Reporting Person's amended Form 4 for September 1999. The number of warrants issued represented the warrants issuable upon a refinancing of $792,000 of the $1,388,125 principal amount sold to Millworth of the $15,000,000 note referenced in note 1 in the Reporting Person's amended Form 4 for September 1999.
Documents
Issuer
MEDIABAY INC
CIK 0001040973
Entity typeoperating
IncorporatedFL
Related Parties
1- filerCIK 0001040973
Filing Metadata
- Form type
- 4/A
- Filed
- Sep 4, 8:00 PM ET
- Accepted
- Sep 5, 8:58 PM ET
- Size
- 11.9 KB