SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 12 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 22, 2002
LIQUID AUDIO, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-25977 77-0421089
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(State or Other Juris- (Commission File (IRS Employer
diction of Incorporation) Number) Identification No.)
800 Chesapeake Drive, Redwood City, California 94063
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (650) 549-2000
ITEM 5. OTHER EVENTS
On August 22, 2002, Liquid Audio, Inc. amended its bylaws to increase the
size of the board of directors from five to seven members. James D. Somes and
Judith N. Frank were elected to the company's board effective immediately. Mr.
Somes was elected to Class II, which is scheduled for reelection at the annual
meeting in 2004, and Ms. Frank was elected to Class I, which is scheduled for
reelection at the annual meeting in 2003.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Exhibit 99.1, Text of amended Section 3.2 of the Liquid Audio's
Restated Bylaws.
Exhibit 99.2, Press Release dated August 23, 2002, previously filed
pursuant to Rule 425 with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, is incorporated by
reference and shall be deemed a part hereof.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
LIQUID AUDIO, INC.
Dated: August 26, 2002 By: /s/ Gerald W. Kearby
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Name: Gerald W. Kearby
Title: President and Chief
Executive Officer
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EXHIBIT INDEX
Exhibit
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99.1 Exhibit 99.1, Text of amended Section 3.2 of the Liquid
Audio's Restated Bylaws.
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