Schedule 13D

-----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, OWp2CMtaSncx+ZaYRBq0p/9FkwC83mGo2unkvja57GTD81hMxjBd7a7PrcNOpIML LUXkDx9zvpW9qZadZRi7Qg== 0001021408-03-008306.txt : 20030529 0001021408-03-008306.hdr.sgml : 20030529 20030529163222 ACCESSION NUMBER: 0001021408-03-008306 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20030529 GROUP MEMBERS: UMG DUET HOLDINGS, INC. GROUP MEMBERS: UNIVERSAL MUSIC GROUP, INC. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VIVENDI UNIVERSAL CENTRAL INDEX KEY: 0001127055 STANDARD INDUSTRIAL CLASSIFICATION: WATER SUPPLY [4941] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 42 AVENUEDE FRIEDLAND STREET 2: 75380 PARIS CEDEX CITY: 08 FRANCE STATE: I0 ZIP: 00000 BUSINESS PHONE: 0113317171 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ROXIO INC CENTRAL INDEX KEY: 0001122787 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770551214 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-78044 FILM NUMBER: 03723805 BUSINESS ADDRESS: STREET 1: 461 S MILPITAS BLVD CITY: MILPITAS STATE: CA ZIP: 95035 BUSINESS PHONE: 4089572553 MAIL ADDRESS: STREET 1: 461 MILPITAS BLVD CITY: MILPITAS STATE: CA ZIP: 95035 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D

(Page 1 of 13 pages)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(a)

ROXIO, INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

780008108

(CUSIP Number)

MICHAEL OSTROFF

EXECUTIVE VICE PRESIDENT

UNIVERSAL MUSIC GROUP, INC.

2200 COLORADO AVENUE

SANTA MONICA, CALIFORNIA 90404

(310) 865-5000

GEORGE E. BUSHNELL III

VICE PRESIDENT AND CORPORATE COUNSEL

VIVENDI UNIVERSAL S.A.

800 THIRD AVENUE, 5^TH FLOOR

NEW YORK, NEW YORK 10022

(212)572-7000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

MAY 19, 2003

(Date of Event which Requires Filing of this Statement)

If the person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-(g), check the following box ¨.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

¹ 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 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

CUSIP No. 780008108

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1.	Name of Reporting Person I.R.S. Identification No. of above person UMG Duet Holdings, Inc.

2.	Check the Appropriate Box if a Member of a Group* (a) x (b) ¨

3.	SEC Use Only

4.	Source of Funds SC

5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨

6.	Citizenship or Place of Organization Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. Sole Voting Power

8. Shared Voting Power

1,957,262 (see Item 5)

9. Sole Dispositive Power

10. Shared Dispositive Power

1,957,262 (see Item 5)

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,957,262 (see Item 5)

12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*	¨

13.	Percent of Class Represented by Amount in Row (11) Approximately 8.3% (see Item 5)

14.	Type of Reporting Person* CO

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1.	S.S. or I.R.S. Identification No. of above person Universal Music Group, Inc.

2.	Check the Appropriate Box if a Member of a Group* (a) x (b) ¨

3.	SEC Use Only SC

4.	Source of Funds

5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(e) or 2(f)	¨

6.	Citizenship or Place of Organization California

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. Sole Voting Power

8. Shared Voting Power

1,957,262 (see Item 5)

9. Sole Dispositive Power

10. Shared Dispositive Power

1,957,262 (see Item 5)

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,957,262 (see Item 5)

12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*	¨

13.	Percent of Class Represented by Amount in Row (11) Approximately 8.3% (see Item 5)

14.	Type of Reporting Person* CO

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1.	Name of Reporting Person S.S. or I.R.S. Identification No. of above person Vivendi Universal S.A.

2.	Check the Appropriate Box if a Member of a Group* (a) x (b) ¨

3.	SEC Use Only

4.	Source of Funds SC

5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(e) or 2(f)	¨

6.	Citizenship or Place of Organization France

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. Sole Voting Power

8. Shared Voting Power

1,957,262 (see Item 5)

9. Sole Dispositive Power

10. Shared Dispositive Power

1,957,262 (see Item 5)

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,957,262 (see Item 5)

12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*	¨

13.	Percent of Class Represented by Amount in Row (11) Approximately 8.3% (see Item 5)

14.	Type of Reporting Person* HC

CUSIP No. 780008108

13D

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ITEM 1. SECURITY AND ISSUER.

The name of the subject company is Roxio, Inc., a Delaware corporation (“Roxio”), and the address of its principal executive offices is 455 El Camino Real, Santa Clara, California 95050. The Company’s telephone number is (408) 367-3100. The class of securities to which this statement relates is the Common Stock of Roxio.

ITEM 2. IDENTITY AND BACKGROUND.

This Statement is filed by UMG Duet Holdings, Inc., a Delaware corporation (“UMG”), Universal Music Group, Inc., a California corporation (“Universal Music”), and Vivendi Universal S.A., a societe anonyme organized under the laws of France (“VU” and, collectively, the “Reporting Persons”).

VU has its principal business offices at 42 avenue de Friedland, 75380 Paris, Cedex 08, France. VU is a company engaged in the media, communications and environmental services businesses.

Universal Music, an indirect majority owned subsidiary of VU, has its principal business offices located at 2220 Colorado Avenue, Santa Monica, California 90404. Universal Music and its Universal Music Group affiliates constitute the world’s largest music company. Universal Music Group’s global operations encompass the development, manufacture, marketing, sales and distribution of recorded music through a network of subsidiaries, joint ventures and licensees around the world.

UMG, an indirect wholly owned subsidiary of Universal Music, has its principal business offices located at 2220 Colorado Avenue, Santa Monica, California 90404. UMG has no business operations of its own, and its only assets are the shares of Roxio Common Stock that are the subject of this Schedule 13D (the “Roxio Shares”) and the retained interest in Napster, LLC described in Item 4.

UMG is a wholly owned subsidiary of Universal Global e, Inc., a Delaware corporation (“Global e”); Global e is a wholly owned subsidiary of Universal Music; Universal Music is a wholly owned subsidiary of Universal Studios, Inc., a Delaware corporation (“USI”); USI is a wholly owned subsidiary of Universal Studios Holding III Corp., a Delaware corporation (“Holding III”); Holding III is a wholly owned subsidiary of Universal Studios Holding II Corp., a Delaware corporation (“Holding II”); Holding II is a wholly owned subsidiary of Universal Studios Holding I Corp., a Delaware corporation (“Holding I”); Holding I is owned 7.659% by MHI Investment Corporation, a Delaware corporation not affiliated with the Reporting Persons, and 92.341% by Vivendi Universal Holding IV Corp., a Delaware corporation (“VU Holding IV”); VU Holding IV is a wholly owned subsidiary of Vivendi Communications North America, Inc., a Delaware corporation (“VCNA”); VCNA is owned 8.8% by Centenary Holdings III PLC, a company organized under the laws of Scotland and an indirect subsidiary of Vivendi Universal Holding II Corp., and 91.2% by Vivendi Universal Holding I Corp., a Delaware corporation (“VU Holding I”); VU Holding I is a wholly owned subsidiary of Vivendi Universal Holding II Corp., a Delaware corporation (“VU Holding II”); VU Holding II is a wholly owned subsidiary of Vivendi Universal Canada Inc., a Canadian corporation (“VU Canada”); VU Canada is owned 89.8% by Vivendi Universal Holdings Company and 10.2% by Vivendi Universal Exchangeco Inc., a Canadian corporation (“Exchangeco”); Exchangeco is a wholly owned subsidiary of Vivendi Universal Holdings Company, a Canadian corporation (“VU Holdings”); VU Holdings is .01% owned by SPC S.A.S. and 99.99% owned by Vivendi Universal Holding S.A.S., a societe par actions simplifiee organized under the laws of France (“VU Holding S.A.S.”); VU Holding S.A.S. is a wholly owned subsidiary of SPC S.A.S., a societe par actions simplifiee organized under the laws of France (“SPC”); and SPC is a wholly owned subsidiary of VU.

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The name, business address, present principal occupation or employment, name, principal business and address of any corporation or other organization in which such employment is conducted, and the citizenship of each director and executive officer of each of the Reporting Persons is set forth on Exhibit 1, 2 or 3, as the case may be, and Exhibits 1, 2 and 3 are incorporated herein by reference.

None of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any person listed in Exhibits 1, 2 or 3, as applicable, has been convicted during the last five years in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

UMG received the Roxio Shares as partial consideration for the sale of substantially all of its membership interests in Napster, LLC. See Item 4 for a more detailed description of the transactions.

ITEM 4. PURPOSE OF TRANSACTION

On May 19, 2003, Roxio, UMG and SMEI Duet Holdings, Inc. (“SMEI” and together with UMG, the “Sellers”), entered into a Purchase Agreement (the “Agreement”), pursuant to which the parties consummated the sale by the Sellers to Roxio of 99.6% of the membership interests of Napster, LLC, a Delaware limited liability company (d/b/a “pressplay”) (the “Target”). Each of the Sellers retained 0.2% of the membership interests of Target and the right to receive up to an aggregate of $12.5 million from certain cumulative cash flows of Target.

Target is an online music service. The assets being acquired will serve as the foundation for the launch of Roxio’s new legal online music service under the Napster brand.

The total purchase price paid by Roxio for the acquisition of Target (the “Consideration”) consisted of 3,914,524 shares of Roxio’s Common Stock and $12,500,000 in cash. UMG received 1,957,262 of the shares and SMEI received 1,957,262 of the shares. Additionally, Roxio has granted certain registration rights with respect to the shares issued as part of the Consideration, and has undertaken to register the offering of such shares within 90 days. Furthermore, pursuant to the Agreement, each Seller, so long as it has not sold more than 645,896 of the shares it received, shall have the right to nominate one director to Roxio’s Board of Directors.

A copy of the Agreement is filed as Exhibit 4 to this Schedule 13D and is incorporated herein by reference. The foregoing description of the terms and conditions of the Agreement is qualified in its entirety by, and made subject to, the more complete information set forth in the Agreement.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

The Reporting Persons share with each other voting and dispositive power with respect to 1,956,262 shares of Roxio Common Stock, which constitute approximately 8.3% of the issued and outstanding shares of Roxio Common Stock as of immediately following the consummation of the transactions described in Item 4.

Except as described herein, none of the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any person listed in Exhibits 1, 2 or 3, as applicable, beneficially owns, or has acquired or disposed of, any shares of Roxio Common Stock during the past 60 days.

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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Except as described herein, none of the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any of their respective directors or executive officers, has any other contracts, arrangements, understandings or relationships with any persons with respect to the securities of Roxio. The transactions described in Item 4 are further described in the Purchase Agreement attached as an exhibit hereto and is incorporated herein by reference.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

(1)

Executive Officers and Directors of UMG Duet Holdings, Inc.

(2)

Executive Officers and Directors of Universal Music Group, Inc.

(3)

Executive Officers and Directors of Vivendi Universal S.A.

(4)

Purchase Agreement, dated as of May 19, 2003, by and among UMG Duet Holdings, Inc., SMEI Duet Holdings, Inc. and Roxio, Inc. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Roxio, Inc. on May 19, 2003).

(5)

There is also filed as an exhibit hereto the agreement to file the Schedule 13D jointly, as required by Rule 13d-1(k).

CUSIP No. 780008108

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After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement on Schedule 13D is true, complete, and correct.

Dated: May 29, 2003

UMG DUET HOLDINGS, INC.

By:		/s/ NORMAN EPSTEIN
Name:		Norman Epstein
Title:		Executive Vice President

UNIVERSAL MUSIC GROUP, INC.

By:		/s/ NORMAN EPSTEIN
Name:		Norman Epstein
Title:		Executive Vice President

VIVENDI UNIVERSAL S.A

By:		/s/ GEORGE E. BUSHNELL III
Name:		George E. Bushnell III
Title:		Vice President

EX-99.1 3 dex991.htm EXECUTIVE OFFICERS AND DIRECTORS OF UMG DUET HOLDINGS, INC. Executive Officers and Directors of UMG Duet Holdings, Inc.

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Exhibit (1) of Schedule 13D

EXECUTIVE OFFICERS AND DIRECTORS OF UMG DUET HOLDINGS, INC.

The following description sets forth (i) the name and title of each executive officer and director of UMG Duet Holdings, Inc., and (ii) each such individual’s business address and present principal occupation. Unless otherwise specified, each person listed below is a citizen of the United States and has his or her principal business address at 2220 Colorado Avenue, Santa Monica, California 90404.

Name		Present Principal Occupation or Employment

Norman Epstein		Director; Executive Vice President. Executive Vice President of Universal Music.

Michael Ostroff		Director; Executive Vice President. Executive Vice President of Universal Music.

Zachary I. Horowitz		President. President and Chief Operating Officer of Universal Music.

Douglas P. Morris 1755 Broadway, 6^th Floor New York, NY 10019		Executive Vice President. Chairman and Chief Executive Officer of Universal Music.

Marinus N. Henny 1755 Broadway, 4^th Floor New York, NY 10019		Executive Vice President. Vice Chairman of Universal Music.

Karen Randall 100 Universal City Plaza Universal City, CA 91608		Executive Vice President. Executive Vice President and General Counsel of Universal Studios, Inc.

Charles C. Ciongoli		Executive Vice President. Executive Vice President and Chief Financial Officer of Universal Music.

EX-99.2 4 dex992.htm EXECUTIVE OFFICERS AND DIRECTORS OF UNIVERSAL MUSIC GROUP, INC. Executive Officers and Directors of Universal Music Group, Inc.

CUSIP NO. 780008108

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Exhibit (2) of Schedule 13D

EXECUTIVE OFFICERS AND DIRECTORS OF UNIVERSAL MUSIC GROUP, INC.

The following description sets forth (i) the name and title of each executive officer and director of Universal Music Group, Inc., and (ii) each such individual’s business address and present principal occupation. Unless otherwise specified, each person listed below is a citizen of the United States and has his or her principal business address at 2220 Colorado Avenue, Santa Monica, California 90404.

Name		Present Principal Occupation or Employment

Doug P. Morris 1755 Broadway, 6^th Floor New York, NY 10019		Director; Chairman and Chief Executive Officer.

Marinus N. Henny 1755 Broadway, 4^th Floor New York, NY 10019		Director; Vice Chairman.

Zachary I. Horowitz		Director; President and Chief Operating Officer.

Norman Epstein		Executive Vice President.

Lawrence Kenswil		Executive Vice President. President, Universal Music Group eLabs.

Michael Ostroff		Executive Vice President.

Karen Randall 100 Universal City Plaza Universal City, CA 91608		Executive Vice President. Executive Vice President and General Counsel of Universal Studios, Inc.

Charles C. Ciongoli		Executive Vice President and Chief Financial Officer.

EX-99.3 5 dex993.htm EXECUTIVE OFFICERS AND DIRECTORS OF VIVENDI UNIVERSAL S.A. Executive Officers and Directors of Vivendi Universal S.A.

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Exhibit (3) of Schedule 13D

EXECUTIVE OFFICERS AND DIRECTORS OF VIVENDI UNIVERSAL S.A.

The following description sets forth (i) the name and title of each executive officer and director of Vivendi Universal S.A., and (ii) each such individual’s business address and present principal occupation. Unless otherwise specified, each person listed below is a citizen of France and has his or her principal business address at 42 avenue de Friedland, 75380 Paris, Cedex 08, France.

Name		Present Principal Occupation or Employment

Jean-Rene Fourtou		Chairman and Chief Executive Officer.

Edgar Bronfman, Jr.* 390 Park Avenue, 4^th Floor New York, NY 10022		Director and Vice Chairman. Chief Executive Officer of Lexa Partners LLC.

Claude Bebear 25 avenue Matignon 75008 Paris, France		Director. Chairman and Chief Executive Officer of FINAXA and Chairman of Supervisory Board of Axa Group.

Gerard Bremond 11 rue de Cambrai 75947 Paris, Cedex 19, France		Director. Chairman of the SA Pierre et Vacances Tourisme, SA Pierre et Vacances Tourisme France, SA Pierre et Vacances Conseil Immobilier and of Maeva Group.

Edgar M. Bronfman* 375 Park Avenue, 5^th Floor New York, NY 10152		Director. Retired.

Bertrand Collomb 61 rue des Belles Feuilles, 75116 Paris, France		Director. Chairman and Chief Executive Officer of the Lafarge Group.

Fernando Falco** Fourtuny 17-5 A 28020 Madrid, Spain		Director. Retired.

Paul Fribourg* 277 Park Avenue, 50^th Floor New York, NY 10172		Director. Chairman and Chief Executive Officer of the ContiGroup Companies.

Gabriel Hawawini Boulevard de Constance 77305 Fontainebleau Cedex, France		Director. Professor of Investment Banking and Dean of INSEAD Business School.

Gerard Kleisterlee*** Building HBT 14 1070 Amsterdam, The Netherlands		Director. Chairman and Chief Executive Officer of the Royal Phillips Electronics Group.

Marie-Josee Kravis* 625 Park Avenue New York, NY 10021		Director. Economist and Senior Fellow at the Hudson Institute.

Henri Lachmann 43-45 Bd Franklin Roosevelt 92500 Rueil-Malmaison, France		Director. Chairman and Chief Executive Officer of Schneider Electric SAS Group.

Jean-Bernard Levy		Chief Operating Officer.

Jacques Espinasse		Senior Executive Vice President and Chief Financial Officer.

Robert de Metz		Senior Executive Vice President, Divestitures, Mergers and Acquisitions.

Andrew Kaslow* 800 Third Avenue New York, NY 10022		Senior Executive Vice President, Human Resources.

Jean-Francois Dubos		Executive Vice President and General Counsel.

Michel Bourgeois		Executive Vice President, Corporate Communication.

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Rene Penisson		Advisor, Social Relations and Organization.

Hubert Joly		Executive Vice President, Monitoring of US Assets and Deputy Chief Financial Officer.

Bruce Hack* 800 Third Avenue New York, NY 10022		Executive Vice President, Strategy and Business Development.

Regis Turini		Executive Vice President, Divestitures, Mergers and Acquisitions.

Citizen of the United States.

Citizen of Spain.

***

Citizen of The Netherlands.

EX-99.5 6 dex995.htm JOINT FILING AGREEMENT Joint Filing Agreement

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Exhibit (5) Required by Item 7 of Schedule 13D

AGREEMENT

The undersigned persons hereby agree that reports on Schedule 13D, and any amendments thereto, may be filed in a single statement on behalf of all such persons, and further, each such person designates Michael Ostroff as its agent and attorney-in-fact for the purpose of executing any and all such reports required to be made by it with the Securities and Exchange Commission.

Dated: May 29, 2003

UMG DUET HOLDINGS, INC.

By:		/s/ NORMAN EPSTEIN
Name:		Norman Epstein
Title:		Executive Vice President

UNIVERSAL MUSIC GROUP, INC.

By:		/s/ NORMAN EPSTEIN
Name:		Norman Epstein
Title:		Executive Vice President

VIVENDI UNIVERSAL S.A

By:		/s/ GEORGE E. BUSHNELL III
Name:		George E. Bushnell III
Title:		Vice President

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