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): November 8, 2002
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 5. OTHER EVENTS
On November 11, 2002, Liquid Audio, Inc. and Alliance Entertainment
Corp. issued the following release:
LIQUID AUDIO AND ALLIANCE ENTERTAINMENT TERMINATE MERGER AGREEMENT
REDWOOD CITY, Calif. and CORAL SPRINGS, Fla. (Nov. 11, 2002) -- Liquid
Audio, Inc. (Nasdaq: LQID) and Alliance Entertainment Corp. today
announced that they have mutually agreed to terminate the amended and
restated agreement and plan of merger dated June 12, 2002 and amended
and restated as of July 14, 2002.
Liquid Audio and Alliance Entertainment entered into the merger
agreement in the hope that combining their operations would provide
strategic advantages for the digital and physical distribution of
entertainment media and that the transaction could create stockholder
value. The management of both companies still supports the strategic
aspects of the merger. However, a significant percentage of Liquid
Audio stockholders have publicly expressed opposition to the proposed
merger and the companies believe that the termination is in the best
interests of both parties.
ALLIANCE ENTERTAINMENT CORP.
Alliance Entertainment Corp. (www.aent.com) is a leading total solution
provider of business-to-business infrastructure services that are
essential to transact commerce in the home entertainment product
marketplace. Through its Distribution and Fulfillment Services Group,
Alliance offers an extensive product inventory (including CDs,
cassettes, DVDs, videos, video games and related merchandise) as well
as e-commerce fulfillment capabilities and innovative technology and
support services for today's marketplace. Through its Media and
Internet Services Group, Alliance is a leading distributor of digital
entertainment as well as search, browse and preview capabilities
through Digital On-Demand and a leading content provider through the
All Media Guide (AMG) databases. AMG's customers license its e-commerce
enabling entertainment databases to support their Internet retailing
and content businesses. AMG is also a developer of proprietary web
sites for music (www.allmusic.com), movies (www.allmovie.com) and games
(www.allgame.com).
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LIQUID AUDIO, INC.
Liquid Audio, Inc. is a leading provider of software, infrastructure
and services for the secure digital delivery of media over the
Internet. The Liquid Audio solution gives content owners, Web sites and
companies the ability to publish, syndicate and securely sell digital
media online with copy protection and copyright management. Using the
Liquid(TM) Player software, available for free download at
www.liquidaudio.com, consumers can preview and purchase downloadable
music from hundreds of affiliate Web sites in the Liquid Music
Network(TM).
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Liquid Audio, Liquid Player, Liquid Music Network and the Liquid Audio
logo are trademarks of Liquid Audio, Inc.
For more information, press only:
Kim Strop, Liquid Audio, Inc., (650) 549-2194, email:
kstrop@liquidaudio.com
Sue D'Agostino, Alliance Entertainment Corp.,
(973) 657-1558, email: suedag@aent.com
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 Termination and Release Agreement dated as of
November 8, 2002 among Liquid Audio, Inc., April
Acquisition Corp., and Alliance Entertainment Corp.
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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, thereunto duly authorized.
LIQUID AUDIO, INC.
/s/ Gerald W. Kearby
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By: Gerald W. Kearby
Name: Gerald W. Kearby
Title: President and Chief Executive
Officer
November 12, 2002
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Termination and Release Agreement dated as of
November 8, 2002 among Liquid Audio, Inc., April
Acquisition Corp., and Alliance Entertainment Corp.
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