UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT to TO ~~Section~~SECTION 13 orOR 15(dD) ofOF ~~the~~THE

~~Securities~~SECURITIES ~~Exchange~~ EXCHANGE ~~Act~~ACT ofOF 1934

Date of Report (Date of earliest event reported): May 12 21, 2008

Napster, Inc.

(Exact ~~Name~~ name of ~~Registrant~~registrant as ~~Specified~~specified in its ~~Charter~~charter)

Delaware	000-32373	77-0551214
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification Number
9044 Melrose Ave., Los Angeles, California		90069
(Address of Principal Executive Offices)		(Zip Code)

Napster, Inc.

9044 Melrose Ave.

Los Angeles, CA 90069

(Address of principal executive offices)

Registrant’s telephone number, including area code: (310) 281-5000

N/A

(Former ~~Name~~ name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written ~~communications~~communication pursuant to Rule 425 under the Securities Act (17 CFR ~~240~~230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item 5~~ITEM 2.02. ~~Departure~~RESULTS ofOF ~~Directors~~OPERATIONS orAND ~~Certain~~FINANCIAL ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~CONDITION.

On May 21, 2008, Napster, Inc. (ethe “Company”) ~~Compensatory~~issued ~~Arrangements~~a press release containing information about the Company’s results of ~~Certain~~operations ~~Officers~~for the fiscal year and quarter ended March 31, 2008. A copy of the press release is attached hereto as Exhibit 99.1.

OnThe ~~May 12,~~ information ~~2008,~~in ~~Napster,~~this ~~Inc~~Item 2.02, ~~(the~~including ~~“Company”)~~Exhibit ~~entered~~99.1, ~~into~~is anbeing ~~amended~~furnished and ~~restated~~ ~~employment~~ shall ~~agreement~~not ~~with~~be ~~Wm.~~deemed ~~Christopher~~to ~~Gorog,~~be ~~the~~"filed" ~~Company’s~~for ~~Chairman~~purposes ~~and~~of Section 18 of the Securities ~~Chief~~ Exchange ~~Executive~~Act ~~Officer~~of 1934 (the ~~“Employment~~"Exchange ~~Agreement”~~Act"). ~~The~~or ~~original~~otherwise ~~employment agreement~~subject ~~was~~to ~~entered~~the ~~into~~liability of inthat ~~August~~Section, ~~2003~~nor ~~and~~shall ~~was~~such ~~set~~information be deemed to ~~expire~~be inincorporated ~~August~~by ~~2008. Capitalized~~ reference ~~terms~~in ~~used~~any ~~herein~~registration ~~and~~statement ~~not~~or ~~otherwise~~other ~~defined~~document ~~shall~~filed ~~have~~under the ~~meanings~~ ~~set~~ Securities ~~forth~~Act inof 1933 or the ~~Employment~~Exchange ~~Agreement~~Act, except as otherwise stated in such filing.

~~The~~ITEM ~~Employment Agreement provides for Mr~~ 9. ~~Gorog to receive a base salary at the annual rate of $625,000 and to be eligible to participate in the Company’s annual bonus program and for equity award grants~~01. ~~The~~FINANCIAL ~~amount~~STATEMENTS ofAND ~~any bonus will be determined by the Company’s Compensation Committee based upon Mr~~EXHIBITS. Gorog’s performance and that of the Company. Mr. Gorog is entitled to participate in the Company’s other benefit plans on terms consistent with those applicable to the Company’s other executives.

~~The Employment~~(c) ~~Agreement includes severance benefits for Mr~~Exhibits. Gorog if his employment is terminated in certain circumstances. The type and amount of the severance benefits depend on the circumstances of the termination and, in general, are as follows:

~~· Except as provided below, if Mr~~99.1 ~~Gorog’s~~Press ~~employment~~Release ~~with~~dated ~~the~~May ~~Company is terminated by the Company without Cause or by Mr. Gorog for Good Reason on or before August 14~~21, 2008~~, then Mr~~. Gorog will be entitled to a severance benefit equal to (1) a cash severance payment in an amount equal to 165% of his then-current base salary, (2) reimbursement of the cost of COBRA premiums for continued medical and dental insurance coverage for Mr. Gorog for 18 months following his severance date, and (3) immediate accelerated vesting of all of Mr. Gorog’s unvested stock options and restricted stock awards. Mr. Gorog would generally have the remainder of the option term in which to exercise his vested options.

· If, on or before August 14, 2008, Mr. Gorog’s employment with the Company is terminated by the Company without Cause or by Mr. Gorog for Good Reason and the Company’s board of directors determines in its sole discretion that the Company is not actively involved in discussions for a transaction, that if consummated, would result in a Change in Control, then Mr. Gorog will be entitled to a severance benefit equal to (1) a cash severance payment equal to nine (9) months of his then-current base salary, plus, if the termination date is prior to August 14, 2008, the salary that would have been payable to Mr. Gorog if the termination had occurred on August 14, 2008, (2) reimbursement of the cost of COBRA premiums for continued medical and dental insurance coverage for Mr. Gorog for 18 months following his severance date, and (3) immediate accelerated vesting of Mr. Gorog’s unvested stock options and restricted stock awards that were scheduled to vest within the twelve months following the severance date. Mr. Gorog will also be entitled to this level of severance benefits if, on or after August 15, 2008, Mr. Gorog’s employment with the Company is terminated by the Company without Cause or by Mr. Gorog for Good Reason.SIGNATURES

·Pursuant to ~~If, however, Mr. Gorog’s employment is terminated by~~ the ~~Company~~requirements ~~without Cause, and a Change in Control~~ of the ~~Company~~Securities ~~occurs~~Exchange ~~within~~Act ~~six~~of ~~(6)~~1934, ~~months~~as ~~after Mr. Gorog’s severance date~~amended, ~~then~~the Registrant ~~Mr.~~has ~~Gorog~~duly ~~will~~caused bethis ~~entitled~~report to ~~the~~be ~~difference~~signed ~~between~~on ~~the~~its ~~severance~~behalf ~~benefit~~by ~~that he received (as described above) and~~ the undersigned ~~Change~~hereunto induly ~~Control severance benefit described below~~authorized.

·Date: May ~~If Mr. Gorog resigns or his employment is terminated (other than a termination by the Company for Cause) within twelve (12) months following a Change in Control of the Company~~21, then Mr. Gorog will be entitled to a Change in Control severance benefit equal to (1) a cash severance payment equal to 299% of his then current salary, (2) a cash bonus for the year in which his severance date occurs in an amount equal to the average of the three prior cash bonuses received by Mr. Gorog, and (3) reimbursement of the cost of COBRA premiums for continued medical and dental insurance coverage for Mr. Gorog for 18 months following the severance date. In addition, on a Change in Control of the Company, Mr. Gorog would generally be entitled to immediate accelerated vesting of all of his unvested stock options and restricted stock awards and would generally have twenty-four (24) months following the Change of Control in which to exercise his vested options.2008


	Napster, Inc. (Registrant)

	By:	/s/ Aileen Atkins
	Name:	Aileen Atkins
	Title:	Secretary

~~After~~EXHIBIT August 15, 2008, the vesting schedule for each of Mr. Gorog’s then-outstanding and unvested restricted stock awards will be adjusted (assuming continuing employment under the Employment Agreement) so that any installment scheduled to vest on an annual basis after August 15, 2009 will instead be scheduled to vest on a monthly basis, as described more fully in the Employment Agreement. INDEX

~~The Employment~~Exhibit ~~Agreement includes certain protective covenants, including, with respect to the period that Mr~~No. ~~Gorog~~Description ~~is employed by the Company, confidentiality and non-competition covenants, and, with respect to the one-year period following a termination~~ of Mr. Gorog’s employment, non-solicitation covenants. The term of the Employment Agreement ends August 14 each year, but renews for an additional one-year term each August 14 unless, at least 90 days prior to that date, either party gives the other party written notice of non-renewal. Exhibit

~~The summary~~99.1 ofPress ~~the~~Release ~~Employment~~issued ~~Agreement set forth above is qualified in its entirety~~ by ~~reference to the text of the Employment Agreement~~Napster, ~~a copy of which is attached as Exhibit 10~~Inc.1 ~~and~~on isMay ~~incorporated herein~~21, ~~by reference~~2008.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits
	10.1	Amended and Restated Employment Agreement, dated May 12, 2008, between the Company and Wm. Christopher Gorog.

SIGNATURE

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, thereunto duly authorized.

Napster, Inc.

(Registrant)

/s/ Aileen Atkins

May 16, 2008

Aileen Atkins

Filing Compare · NAPSTER INC