SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 13, 2003
Liquid Audio, Inc.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 0-25977 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
(650) 549-2000
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(Address of Principal Executive Offices) (Zip Code)
(Registrant's telephone number, including area code)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired
Not applicable
(b) Pro forma financial information
Not applicable
(c) Exhibits
Exhibit No. Description
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99.1 Copy of Answer and Counterclaim in BeMusic, Inc. v. Liquid
Audio, Inc., Seymour Holtzman, James A. Mitarotonda, Robert
G. Flynn, Judith N. Frank, Stephen V. Imbler, James D.
Somes, and Ann Winblad, C.A. No. 20083.
ITEM 9. REGULATION FD DISCLOSURE
The Registrant had previously filed a counterclaim in the Delaware Chancery
Court against BeMUSIC, Inc, a unit of Bertelsmann AG, for tortuous interference
with contract. The Registrant is seeking damages in excess of $22 million as a
result of BeMUSIC's lawsuit. The Registrant previously announced that its board
of directors unanimously approved a cash distribution of $2.50 per share to
stockholders of record as of December 10, 2002, payable on December 20, 2002. On
December 16, 2002, BeMUSIC filed a lawsuit against the Registrant seeking to
enjoin the cash distribution to stockholders. On December 19, 2002, the
Registrant agreed to a court order suspending payment of the cash distribution
until after a favorable outcome of the lawsuit. The trial is currently scheduled
to begin February 10, 2002 in Delaware Chancery Court. The Registrant continues
to believe that the cash distribution is proper and that BeMUSIC's lawsuit is
without merit.
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, thereunto duly authorized.
LIQUID AUDIO, INC.
/S/ RAYMOND DOIG
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By: Raymond Doig
Name: Raymond Doig
Title: Chief Executive Officer
January 14, 2003
EXHIBIT INDEX
Exhibit No. Description
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99.1 Copy of Answer and Counterclaim in BeMusic, Inc. v. Liquid
Audio, Inc., Seymour Holtzman, James A. Mitarotonda, Robert
G. Flynn, Judith N. Frank, Stephen V. Imbler, James D.
Somes, and Ann Winblad, C.A. No. 20083.