MEDIABAY INC 4/A

Accession 0001123292-03-000422

CIK 0001040973operating

View on SEC.gov Company Profile

Filed

Sep 4, 8:00 PM ET

Accepted

Sep 5, 8:59 PM ET

Size

20.4 KB

Accession

0001123292-03-000422

Insider Transaction Report

Form 4/AAmended

Period: 2001-05-14

MEDIABAY INCMBAY

HERRICK NORTON

Other

Transactions

Award
Convertible Senior Note Due December 31, 2004
2001-05-14$1984250.00/sh
Exercise: $0.56From: 2001-05-14Exp: 2004-12-31→ Common Stock (3,543,303 underlying)
Disposition to Issuer
Convertible Senior Note Due December 31, 2004
2001-05-14$1984250.00/sh→ 0 total
Exercise: $11.13From: 1998-12-31Exp: 2004-12-31→ Common Stock (178,359 underlying)
Award
Convertible Senior Note Due December 31, 2002
2001-05-14$800000.00/sh(indirect: By Huntingdon)
Exercise: $0.56From: 2001-05-14Exp: 2002-12-31→ Common Stock (1,428,571 underlying)
Purchase
Common Stock
2001-05-22$1.00/sh+30,000$30,000→ 86,000 total(indirect: By H.A.)
Disposition to Issuer
Employee Stock Options (Right to Buy)
2001-05-14−300,000→ 0 total
Exercise: $10.38From: 2000-01-04Exp: 2010-01-04→ Common Stock (300,000 underlying)
Purchase
Common Stock
2001-05-31$1.00/sh+10,000$10,030→ 125,000 total
Purchase
Common Stock
2001-05-29$0.98/sh+10,000$9,780→ 105,000 total
Purchase
Common Stock
2001-05-28$0.94/sh+6,000$5,658→ 95,000 total
Award
Common Stock Warrants (Right to Buy)
2001-05-14+1,650,000→ 1,650,000 total(indirect: By Huntingdon)
Exercise: $0.56From: 2001-05-14Exp: 2011-05-14→ Common Stock (1,650,000 underlying)
Disposition to Issuer
Employee Stock Options (Right to Buy)
2001-05-14−775,000→ 0 total
Exercise: $11.00From: 1999-04-09Exp: 2009-04-09→ Common Stock (775,000 underlying)
Purchase
Common Stock
2001-05-30$0.98/sh+10,000$9,780→ 115,000 total
Award
Convertible Senior Note Due September 30, 2002
2001-05-14$2500000.00/sh(indirect: By Huntingdon)
Exercise: $0.56From: 2001-05-14Exp: 2002-09-30→ Common Stock (4,464,285 underlying)

Footnotes (8)

[F1]The transactions occurred between May 22, 2001 and June 18, 2001. The Reporting Person does not know the exact dates of these transactions, as the transactions were effected by Howard Appel, a business acquaintance of the Reporting Person, and entities believed by the Reporting Person to be related to Howard Appel (H.A.), none of whom were under the control of the Reporting Person.
[F2]This amount represents the aggregate purchase price of $29,938 expressed as a per share price.
[F3]The transactions were effected by H.A. H.A. purchased shares over a period of time with funds provided by the Reporting Person, and/or, subject to an understanding at the time, that the Reporting Person would cover any losses resulting from such purchases.
[F4]Pursuant to an agreement dated April 30, 2001 between the Issuer and the Reporting Person, on May 14, 2001, the Issuer modified the remainder of the Reporting Person's Convertible Senior Subordinated Note Due December 31, 2004 issued in the initial principal amount of $15,000,000, (which Note was referenced in note 1 to the Reporting Person's amended Form 4 for September 1999) by fixing the conversion rate at $0.56 per share in exchange for, among other things, the Reporting Person's consent to the Issuer's obtaining senior debt financing, eliminating the variable conversion feature of the note and foregoing cash interest. The Note previously was convertible into Common Stock at a conversion rate equal to the lesser of the average closing price of the Common Stock during the five (5) trading days prior to conversion and $11.125.
[F5]On April 30, 2001, Huntingdon Corporation (Huntingdon), a company wholly owned by the Reporting Person, entered into a loan agreement with the Issuer (Loan Agreement) regarding (i) $800,000 in advances from Huntingdon to the Issuer, (ii) $2,500,000 loan from Huntingdon to the Issuer and (iii) $500,000 in supplemental financing from Huntingdon to the Issuer. Pursuant to the Loan Agreement Huntingdon purchased a Senior Convertible Note Due December 31, 2002 in the principal amount of $800,000 and a Senior Convertible Note Due September 30, 2002, in the principal amount of $2,500,000. Also, in consideration for Huntingdon's advances and loan to the Issuer, the Issuer agreed to issue to Huntingdon warrants to purchase 400,000 shares of Common Stock and 1,250,000 shares of Common Stock, respectively, each with an exercise price of $0.56 per share.
[F6]In addition, the Loan Agreement provides that in the event that Huntingdon provides specified supplemental funding, the Issuer will issue to Huntingdon warrants to purchase up to 250,000 shares of Common Stock at an exercise price of $0.56 per share (all exercise prices being subject to certain adjustments provided in the agreement).
[F7]These warrants were issued pursuant to the Loan Agreement dated April 30, 2001 described in note 5 above.
[F8]The Reporting Person voluntarily returned employee stock options to the Issuer for cancellation and received no value.

Documents

1 file

4
edgar.xml
PRIMARY DOCUMENT

Issuer

MEDIABAY INC

CIK 0001040973

→

Entity typeoperating

IncorporatedFL

Related Parties

filerCIK 0001040973

Filing Metadata

Form type: 4/A
Filed: Sep 4, 8:00 PM ET
Accepted: Sep 5, 8:59 PM ET
Size: 20.4 KB

View on SEC.gov