-----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, HvQv3LKTbEwcax94F3Nth1FstAXRwCF4Rn8dQeBIl1PAWMTTAyQ31sdnQie808b8 UflX6ofW5OcI/G1m6gUhCA== 0001012870-99-000390.txt : 19990211 0001012870-99-000390.hdr.sgml : 19990211 ACCESSION NUMBER: 0001012870-99-000390 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990131 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOODNOISE CORP CENTRAL INDEX KEY: 0001065013 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-24671 FILM NUMBER: 99528922 BUSINESS ADDRESS: STREET 1: 719 COLORADO AVENUE CITY: PALO ALTO STATE: CA ZIP: 94303 BUSINESS PHONE: 6503308910 MAIL ADDRESS: STREET 1: 719 COLORADO AVENUE CITY: PALO ALTO STATE: CA ZIP: 94303 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 31, 1999 ------------------------ GOODNOISE CORPORATION (Exact name of registrant as specified in its charter) Florida 0-24671 65-0207877 (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification incorporation or Number) organization) 719 Colorado Ave., Palo Alto, California 94303 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (650) 322-8910 Item 2. Acquisition or Disposition of Assets On January 31, 1999, pursuant to an Agreement and Plan of Reorganization dated as of October 8, 1998, as amended (the "Reorganization Agreement"), by and among GoodNoise Corporation, a Florida corporation ("GoodNoise"), GN Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of GoodNoise ("Sub"), and Creative Fulfillment, Inc., a California corporation ("Emusic"), and the shareholders of Emusic (the "Shareholders"), GoodNoise completed the acquisition of Emusic, and Emusic became a wholly-owned subsidiary of GoodNoise (the "Merger"). Under the terms of the Reorganization Agreement, GoodNoise will issue 630,190 shares of GoodNoise Common Stock and pay approximately $300,000 in cash. 2 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Pursuant to Item 7(a)(4) of Form 8-K, the financial statements of Emusic required pursuant to Rule 3-05 of Regulation S-X will be filed as soon as practicable, but no later than 60 days from the date this form was filed. (b) Pursuant to Item 7(a)(4) of Form 8-K, the pro forma financial information of Emusic required pursuant to Article 11 of Regulation S- X will be filed as soon as practicable, but no later than 60 days from the date this form was filed. (c) Exhibits -------- Exhibit No. Description ----------- ----------- 2.1 Agreement and Plan of Reorganization by and among GoodNoise Corporation, Creative Fulfillment, Inc., GN Acquisition Corp and certain other parties dated as of October 8, 1998 (previously filed as Exhibit 2.2 to the Registrant's Form 10SB/A filed with the Commission on December 24, 1998 99.1 Press Release dated February 9, 1999 announcing the effectiveness of the Merger. 3 SIGNATURES 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 hereunto duly authorized. GoodNoise Corporation February 9, 1999 By: /s/ Joseph Howell --------------------------------- Joseph Howell Executive Vice President and Chief Financial Officer 4 INDEX TO EXHIBITS Exhibit No. Description - ----------- ----------- 99.1 Press Release dated February 9, 1999 announcing the effectiveness of the Merger. 5 EX-99.1 2 PRESS RELEASE DATED FEB. 9, 1999 FOR IMMEDIATE RELEASE - --------------------- GoodNoise Contact: Steve Grady GoodNoise Corporation (650) 470-2965 steve@goodnoise.com - ------------------- GOODNOISE COMPLETES ACQUISITION OF EMUSIC.COM (CREATIVE FULFILLMENT) Company Plans to Use Emusic.com as Primary Brand for Selling Downloadable Music PALO ALTO, Calif. February 9, 1999 -- GoodNoise Corporation, a leading seller of downloadable music on the Internet, today announced the completion of its acquisition of Creative Fulfillment, Inc., Santa Monica, Calif. Creative Fulfillment is a leading entertainment and Internet marketing company that owns and operates the Emusic.com website. Following the integration of the companies' operations, GoodNoise plans to use Emusic.com as the primary brand for its popular downloadable music website. Under the terms of the transaction, GoodNoise will issue 630,190 shares of GoodNoise common stock and pay cash of approximately $300,000. Emusic becomes a wholly-owned subsidiary of GoodNoise. Gene Hoffman, president and CEO of GoodNoise, said the agreement is key to the company's mission to become a central distribution point for downloadable music. "The name Emusic is an ideal domain name for the business we're in. As we continue to acquire compelling content, we believe that Emusic will be a leading destination site for fans seeking downloadable music." Emusic.com, which is currently a retail music site, will be integrated into the GoodNoise site in the coming months. GoodNoise plans to launch a new website at Emusic.com in the near future. As previously announced, GoodNoise has also signed a definitive agreement to acquire Nordic Entertainment, a downloadable music site that has licensed over 30,000 tracks. This acquisition is expected to close later this quarter. About GoodNoise Since it was founded in January 1998, GoodNoise Corporation has established itself as a clear leader in the rapidly expanding market for downloadable music. Through relationships with artists and license agreements with leading independent record labels, GoodNoise has emerged as the premier website for the sampling and purchasing music in the MP3 (MPEG1, Layer 3) format, which has emerged as the de facto standard in the digital distribution of music with millions of users around the world. GoodNoise.com features a constantly expanding catalog of music and offers music fans complete albums for $8.99 or the ability to purchase individual tracks for 99 cents. GoodNoise is based in Palo Alto, California. NOTE TO EDITORS: Copies of previous GoodNoise press releases, additional background on the company, executive biographies and electronic versions of the GoodNoise logo, can be found in the GoodNoise Press Room at: http://www.goodnoise.com/about/press_room/index.html. - ---------------------------------------------------- GOODNOISE is a trademark of GoodNoise Corporation. NOTE: Any forward-looking statements contained in this release involve a number of uncertainties, risks and other factors which may cause the actual results, performance or achievements expressed or implied by such forward-looking statements to materially differ. Factors that could cause actual events or results to differ materially include, among others, those set forth in the Company's S.E.C. report on Form 10-SB, which may be accessed via the Internet from a link on the following page: http://www.goodnoise.com/about/investor/index.html. - -------------------------------------------------- ### -----END PRIVACY-ENHANCED MESSAGE-----