-----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, FMywAt/zBmYR082WEn9P8NifXIch2XJ5c51xsPIB0SKgr+ikGv55eHPsQ10WAspP 3+S4HaOEjjPlJSiKU2ka9w== 0000950117-03-005441.txt : 20031224 0000950117-03-005441.hdr.sgml : 20031224 20031224130821 ACCESSION NUMBER: 0000950117-03-005441 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030804 FILED AS OF DATE: 20031224 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RANDOM HOUSE VENTURES LLC CENTRAL INDEX KEY: 0001273241 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26529 FILM NUMBER: 031073486 MAIL ADDRESS: STREET 1: 1745 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BERTELSMANN INC CENTRAL INDEX KEY: 0001273242 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26529 FILM NUMBER: 031073488 MAIL ADDRESS: STREET 1: 1540 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BERTELSMANN MULTIMEDIA INC CENTRAL INDEX KEY: 0001273243 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26529 FILM NUMBER: 031073485 MAIL ADDRESS: STREET 1: 1540 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RANDOM HOUSE INC CENTRAL INDEX KEY: 0000082008 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26529 FILM NUMBER: 031073487 BUSINESS ADDRESS: STREET 1: 1745 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10019 MAIL ADDRESS: STREET 1: 1745 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AUDIBLE INC CENTRAL INDEX KEY: 0001077926 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 223407945 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 65 WILLOWBROOK BLVD CITY: WAYNE STATE: NJ ZIP: 07470 BUSINESS PHONE: 9738372700 MAIL ADDRESS: STREET 1: 65 WILLOWBROOK BLVD CITY: WAYNE STATE: NJ ZIP: 07470 3 1 rsr_10430.xml FORM 3 X0201 3 2003-08-04 0 0001077926 AUDIBLE INC ADBL.OB 0000082008 RANDOM HOUSE INC 1745 BROADWAY NEW YORK NY 10019 0 0 1 0 0001273241 RANDOM HOUSE VENTURES LLC 1745 BROADWAY NEW YORK NY 10019 0 0 1 0 0001273242 BERTELSMANN INC 1540 BROADWAY NEW YORK NY 10036 0 0 1 0 0001273243 BERTELSMANN MULTIMEDIA INC 1540 BROADWAY NEW YORK NY 10036 0 0 1 0 Common Stock 169780 D Common Stock Purchase Warrant 2007-05-05 Common Stock 878333 D Performance Based Common Stock Purchase Warrant 2007-05-05 Common Stock D Series B Preferred Stock 2002-03-25 1988-08-08 Common Stock 1250000 D Series C Preferred Stock 2003-08-04 1988-08-08 Common Stock 1851850 D Series C Preferred Stock 2003-08-04 1988-08-08 Common Stock 1851850 D The shares are held by Random House Ventures L.L.C. Random House, Inc. is the sole member of Random House Ventures L.L.C. and is a wholly-owned direct subsidiary of Bertelsmann, Inc. 383,446 shares vested and became exercisable on May 5, 2000; 323,470 shares vested and became exercisable on May 5, 2002, and 117,801 shares vested and became exercisable on May 5, 2003. The remaining 53,616 shares will vest and become exercisable on May 5, 2004. The first 600,000 shares are exercisable at $5.89 per share; the next 50,000 shares are exercisable at $8.00 per share; the next 50,000 shares are exercisable at $10.00 per share; the next 50,000 shares are exercisable at $12.00 per share; the next 50,000 shares are exercisable at $20.00 per share; the next 33,333 shares are exercisable at $30.00 per share; the next 25,000 shares are exercisable at $40.00 per share; and the final 20,000 shares are exercisable at $50.000 per share. Performance Based Warrant shares become exercisable at the end of Audible's fiscal years 2002, 2003 and 2004, in amounts equal in value to $500,000, $1,000,000 and $1,500,000, respectively, based on exercise prices equal to the average closing price of Audible's Common Stock for the five trading days prior to the last day of the then current fiscal year. The Performance Based Warrant is exercisable only upon the attaining of certain revenue targets by a joint venture between the Issuer and Random House, Inc. As of the date of the filing of this Form 3, none of the Performance Based Warrant shares have become exercisable. Expiration Date not applicable. Represents 1,250,000 shares of Series B Preferred Stock. Each share of Series B Preferred Stock is convertible at any time at the option of the holder into a number of fully paid and nonassessable shares of Common Stock equal to the quotient of (x) $0.56 divided by (y) the conversion price in effect at the time of conversion. The conversion price per share of Series C Stock at the time of initial issuance was $0.56 and is subject to adjustment for anti-dilution protection as provided in the Series B Certificate of Designation. The shares are held by Random House, Inc., a wholly-owned direct subsidiary of Bertelsmann, Inc. Represents 185,185 shares of Series C Preferred Stock. Each share of Series C Preferred Stock is convertible at any time at the option of the holder into a number of fully paid and nonassessable shares of Common Stock equal to the quotient of (x) $5.40 divided by (y) the conversion price in effect at the time of conversion. The conversion price per share of Series C Preferred Stock at the time of initial issuance was $0.54 and is subject to adjustment for anti-dilution protection as provided in the Series C Certificate of Designation. Such Certificate of Designation also states that the holders of the Series C Preferred Stock shall be entitled to receive dividends, which shall accrue and compound semi-annually until August 4, 2007. In the event of the conversion of shares of Series Preferred C Stock, all such accrued and unpaid dividends shall be converted into shares of Common Stock at the then applicable conversion price. The shares are held by Bertelsmann Multimedia, Inc., a wholly-owned direct subsidiary of Bertelsmann, Inc. Richard Sarnoff, Executive Vice President, on behalf of Random House, Inc. 2003-12-20 Richard Sarnoff, President, on behalf of Random House Ventures L.L.C. 2003-12-20 Robert J. Sorrentino, President, on behalf of Bertelsmann, Inc. 2003-12-20 Robert J. Sorrentino, President, on behalf of Bertelsmann Multimedia, Inc. 2003-12-20 -----END PRIVACY-ENHANCED MESSAGE-----