-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FK8XyQvVDUkPiNDYqbIJuPqoEtvKb+ssKliql/Retqdm9sV/1MJWBkA9WCFLtJ1w LVE/j1UZE2I6aTfDZ9oIEg== 0000950123-06-001722.txt : 20060214 0000950123-06-001722.hdr.sgml : 20060214 20060214155902 ACCESSION NUMBER: 0000950123-06-001722 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Wilamowsky Eli CENTRAL INDEX KEY: 0001305986 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: BUSINESS PHONE: 516-295-7215 MAIL ADDRESS: STREET 1: 49 SEALY DRIVE CITY: LAWRENCE STATE: NY ZIP: 11559 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NAPSTER INC CENTRAL INDEX KEY: 0001122787 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 770551214 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78044 FILM NUMBER: 06614820 BUSINESS ADDRESS: STREET 1: 9044 MELROSE AVENUE CITY: LOS ANGELES STATE: CA ZIP: 90069 BUSINESS PHONE: 3102815000 MAIL ADDRESS: STREET 1: 9044 MELROSE AVENUE CITY: LOS ANGELES STATE: CA ZIP: 90069 FORMER COMPANY: FORMER CONFORMED NAME: ROXIO INC DATE OF NAME CHANGE: 20000825 SC 13G/A 1 y17593a2sc13gza.txt AMENDMENT NO.2 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- SCHEDULE 13G (Rule 13d-1) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No.2)* Napster, Inc. ------------- (Name of Issuer) Common Stock ------------ (Title of Class of Securities) 630797108 --------- (CUSIP Number) May 12, 2005 ----------------- Date of Event Which Requires Filing of the Statement Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] Rule 13d-1(d) *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 liablities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO. 630797108 13G Page 2 of 6 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Eli Wilamowsky 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 5. SOLE VOTING POWER SHARES 1,250,000 shares of Common Stock BENEFICALLY 6. SHARED VOTING POWER OWNED BY 0 shares of Common Stock EACH 7. SOLE DISPOSITIVE POWER REPORTING 1,250,000 shares of Common Stock PERSON 8. SHARED DISPOSITIVE POWER WITH 0 shares of Common Stock 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,250,000 shares of Common Stock 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) About 2.85% as of the date of this filing, based on 43,883,103 shares of the Company outstanding as of February 3, 2006, as stated by the Company in its Form 10-Q filed this month. 12. TYPE OF REPORTING PERSON IN CUSIP NO. 630797108 13G Page 3 of 6 Pages Item 1(a) Name of Issuer: NAPSTER, INC. 1(b) Address of Issuer's Principal Executive Offices: 9044 Melrose Avenue Los Angeles, California 90069 Item 2(a) Name of Person Filing: Eli Wilamowsky Item 2(b) Address of Principal Business Office: 49 Sealy Drive Lawrence, NY 11559 Item 2(c) Citizenship: USA. 2(d) Title of Class of Securities: Common Stock, par value $0.001 per share 2(e) CUSIP Number: 630797108 Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: (a) Broker or dealer registered under Section 15 of the Exchange Act; (b) Bank as defined in Section 3(a)(6) of the Exchange Act; (c) Insurance company as defined in Section 3(a)(19) of the Exchange Act; (d) Investment company registered under Section 8 of the Investment Company Act; (e) An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) An employee benefit plan or endowment fund in accordance with Rule 13d-1(b) (1)(ii)(F); (g) A parent holding company or control person in accordance with Rule 13d-1(b) (1)(ii)(G); CUSIP NO. 630797108 13G Page 4 of 6 Pages (h) A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box. [X] Item 4. Ownership: Eli Wilamowsky (a) Amount beneficially owned: 1,250,000 shares of Common Stock (b) Percent of Class: About 2.85% as of the date of this filing, based on 43,883,103 shares of the Company outstanding as of February 3, 2006, as stated by the Company in its Form 10-Q filed this month. (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 1,250,000 shares of Common Stock (ii) shared power to vote or to direct the vote: 0 shares of Common Stock (iii) sole power to dispose or to direct the disposition of: 1,250,000 shares of Common Stock CUSIP NO. 630797108 13G Page 5 of 6 Pages (iv) shared power to dispose or to direct the disposition of: 0 shares of Common Stock Item 5 Ownership of Five Percent or Less of a Class: Not Applicable. Item 6 Ownership of More than Five Percent on Behalf of Another Person: Not Applicable. Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company: Not Applicable. Item 8 Identification and Classification of Members of the Group: Not Applicable. Item 9 Notice of Dissolution of Group: Not Applicable. Item 10 Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. CUSIP NO. 630797108 13G Page 6 of 6 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. Dated this 14th day of February, 2006 /s/ELI WILAMOWSKY - ----------------- Eli Wilamowsky -----END PRIVACY-ENHANCED MESSAGE-----