8-K

UNITED STATES

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):

June 10, 2005

AUDIBLE, INC.

(Exact name of registrant as specified in its charter)

DELAWARE

(State or other jurisdiction of incorporation)

000-26529	22-3407945
(Commission File No.)	(IRS Employer Identification No.)

65 Willowbrook Boulevard

Wayne, NJ 07470

(Address of principal executive offices and zip code)

(973) 837-2700

(Registrant's telephone number, including area code)

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):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On June 10, 2005, the Board of Directors of Audible, Inc. (the “Company”) approved grants of employee stock options and restricted stock to Donald R. Katz, the Company’s Chairman of the Board of Directors and Chief Executive Officer, and Glenn Rogers, the Company’s newly-appointed Chief Operating Officer.

Mr. Katz received an option to purchase 100,000 shares of the Company’s common stock at an exercise price of $15.85 per share (the “Option”). The Option vests as to 12,250 shares on each of March 15, 2006, March 15, 2007, March 15, 2008 and March 15, 2009. The remaining 51,000 shares vest on March 15, 2009 but, in the discretion of the Company’s Board of Directors, up to 12,750 shares on an annual basis may be vested earlier depending upon the financial performance of the Company. The Option expires on June 10, 2015. Mr. Katz also received 75,000 shares of restricted common stock (the “Restricted Shares”). 38,252 shares of the Restricted Shares cease to be restricted on March 15, 2009. In the discretion of the Company’s Board of Directors, however, the restriction shall lapse on up to 9,563 Restricted Shares on an annual basis depending upon the financial performance of the Company. 36,748 shares of the Restricted Shares cease to be restricted on June 10, 2009.

Mr. Rogers was hired as the Company’s Chief Operating Officer on June 13, 2005. Mr. Rogers’ employment arrangement for 2005 provides for an annual base salary of $225,000. Beginning in 2006, Mr. Rogers may earn an annual bonus of up to 30% of his salary, based upon meeting certain objectives. Upon his hiring, Mr. Rogers received an option to purchase 50,000 shares of the Company’s common stock at an exercise price of $15.99. This option vests as to 6,000 shares on December 13, 2005 and an additional 1,000 shares vest on a monthly basis thereafter. This option expires on June 13, 2015. Mr. Rogers also received 25,000 shares of restricted common stock. These shares cease to be restricted shares on June 13, 2008. Mr. Rogers is scheduled to receive an additional grant of 10,000 shares of restricted common stock each year for the next five years on the anniversary date of his hiring by the Company.

ITEM 5.02.  DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

On June 14, 2005, the Company announced the appointment of Glenn Rogers, 55, as its Chief Operating Officer. A copy of the press release, dated June 14, 2005, announcing Mr. Rogers’s appointment, including is attached as Exhibit 99.1 hereto and incorporated by reference herein.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

a) Financial Statements of Business Acquired - Not Applicable.

b) Pro Forma Financial Information - Not Applicable.

c) Exhibits:

99.1 Press Release, dated June 14, 2005.

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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 thereunto duly authorized.

	Audible, Inc.
Date: June 14, 2005	/s/ Andrew P. Kaplan
	By:	Andrew P. Kaplan
	Title:	Chief Financial Officer

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EX-99.1

Exhibit 99.1

Press contacts:

David Joseph

Audible Inc.

(973) 837-2824

djoseph@audible.com

AUDIBLE NAMES GLENN ROGERS CHIEF OPERATING OFFICER

Wayne, NJ, and Washington, DC, June 14, 2005 - Audible, Inc. (NASDAQ: ADBL, www.audible.com), the leading provider of digitally delivered spoken audio, today announced that it has named Glenn M. Rogers chief operating officer.

Mr. Rogers, who was recently founder and managing director of Silverback Group, LLC, a management consultant firm to small businesses, brings more than thirty years of strategic and operating leadership to Audible during a key period of significant growth.

Prior to Silverback, Mr. Rogers spent thirty years at the Public Service Enterprise Group (PSEG), where he served as vice president of Information Technology, managing a business unit consisting of 500 professionals and an annual operating budget of more than $200 million. Prior to his election as vice president at PSEG, Glenn held the position of general manager, Corporate Development, where he directed the financial planning, budgeting, and business strategy functions of the company.

As Audible’s growth continues to accelerate, Mr. Rogers responsibilities will range from managing the day-to-day operations of the company to installing the appropriate business systems and processes that will ensure the continued scalability and delivery of best-in-class service to Audible customers. Mr. Rogers will also work closely with the CEO to advance and implement Audible’s long-term strategic plan.

"Glenn’s proven operational and strategic leadership could not have come at a better time, as Audible continues to see incredibly rapid growth in an environment of expanding opportunity,” said Donald Katz, chairman and CEO of Audible Inc. "His ability to help facilitate this growth through strategic focus and process and systems implementation will prove invaluable to our organization."

"I am delighted to be joining such a talented team of entrepreneurs and go-getters," said Mr. Rogers. "Having been a happy AudibleListener^® for some time, I understand the value of Audible’s unique product and powerful customer experience. Working with this team to now take this experience to yet another groundbreaking level is a challenge I very much look forward to."

Rogers received his B.E. in Electrical Engineering and MBA from New York University and has completed the Program for Management Development (PMD) at Harvard Graduate School of Business Administration.

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About Audible Inc.:

Audible^® (www.audible.com^®) is the Internet's leading premium spoken-audio source. Content from Audible is downloaded and played back on personal computers, CDs, or AudibleReady^® computer-based mobile devices. Audible has more than 70,000 hours of audio programs from more than 220 content partners that include leading audiobook publishers, broadcasters, entertainers, magazine and newspaper publishers, and business information providers. Audible.com is Amazon.com's and the Apple iTunes Music Store's preeminent provider of spoken-word products for downloading or streaming via the Web. Additionally, the Company is strategically aligned with Random House, Inc. in the first-ever imprint to produce spoken-word content specifically suited for digital distribution, Random House Audible. Among the Company's key business relationships are Apple Corp., Hewlett-Packard Company, Microsoft Corporation, palmOne, Inc., XM Satellite Radio, Harlequin Enterprises Limited, Pearson, Creative Labs, PhatNoise Inc., Rio Audio, Sony Electronics, and Texas Instruments Inc.

Audible, www.audible.com, AudibleListener, and AudibleReady are registered trademarks of Audible, Inc. and all are part of the family of Audible, Inc. trademarks.

Other product or service names mentioned herein are the trademarks of their respective owners.

This press release contains information about Audible, Inc. that is not historical fact and may be deemed to contain forward-looking statements about the company. Actual results may differ materially from those anticipated in any forward-looking statements as a result of certain risks and uncertainties, including, without limitation, Audible's limited operating history, history of losses, uncertain market for its services, and its inability to license or produce compelling audio content and other risks and uncertainties detailed in the company's Securities and Exchange Commission filings.

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