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 14, 2003
Liquid Audio, Inc.
(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 5. OTHER EVENTS.
The Registrant and MM Companies, Inc. ("MMC") executed and delivered on
January 14, 2003 a Settlement and Reimbursement Agreement and Release (the
"Settlement Agreement") pursuant to which the parties agreed to settle various
disputes between them. The Registrant has agreed to pay MMC $929,000 as a
reimbursement for its costs in connection with MMC's proxy contest at the
Registrant's 2002 Annual Meeting of Stockholders held on September 26, 2002 and
the litigation related to that meeting. The Settlement Agreement does not apply
to the lawsuit in which the Delaware Supreme Court on January 7, 2003
invalidated the Registrant's appointment of two additional directors in August
2002. A copy of the Settlement Agreement is attached to this filing as an
exhibit and is incorporated herein by reference.
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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10.1 Settlement and Reimbursement Agreement and Release
between Liquid Audio, Inc. and MM Companies, Inc.
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 16, 2003
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
10.1 Settlement and Reimbursement Agreement and Release
between Liquid Audio, Inc. and MM Companies, Inc.