UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q/A
(Mark One)
| [X] | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended June 30, 2001
or
| [ ] | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from _________to _________.
Commission File Number: 0-29583
Loudeye Technologies, Inc.
| Delaware (State or other jurisdiction of incorporation or organization) | 91-1908833 (I.R.S. Employer Identification No.) |
| Times Square Building 414 Olive Way, Suite 500, Seattle, WA (Address of principal executive offices) | 98101 (Zip Code) |
206-832-4000
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Common | 44,391,537 | |
| (Class) | (Outstanding at July 30, 2001) |
EXPLANATORY NOTE
We are filing this amendment to our Quarterly Report on Form 10-Q for the period ended June 30, 2001, as filed with the Securities and Exchange Commission on August 14, 2001, in order to add a paragraph to Part II, Item 2 “Changes in Securities and Use of Proceeds.” Accordingly, Part II, Item 2 is being resubmitted in its entirely.
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| PART II. OTHER INFORMATION | ||||||||
| ITEM 2: CHANGES IN SECURITIES AND USE OF PROCEEDS | ||||||||
| SIGNATURES | ||||||||
PART II. OTHER INFORMATION
ITEM 2: CHANGES IN SECURITIES AND USE OF PROCEEDS
| (c) | Recent Sales of Unregistered Securities |
On July 10, 2001, pursuant to the June 2000 acquisition agreement for VidiPax, Inc., we issued 2,189,111 shares of Loudeye Common Stock to the sole stockholder of VidiPax, Inc. and to two consultants in connection with the transaction. The shares issued pursuant to the acquisition were issued in reliance on the exemption from registration provided by Section 4(2) under the Act. The investors made certain representations to us as to investment intent, their receipt of all information they considered necessary or appropriate in deciding whether to purchase the securities, their knowledge and experience in financial or business matters such that they were capable of evaluating the risks and merits of the investment in the securities, and their ability to bear the economic risk of the investment in the securities, that they possessed a sufficient level of financial sophistication and that they received information about us. The shares issued in the transactions were subject to restrictions on transfer absent registration under the Securities Act, and no offers to sell the securities were made by any form of general solicitation or general advertisement.
On June 8, 2001, we issued 550,000 shares of Loudeye Common Stock to eWave Networks, Inc., and provided other consideration , in exchange for eWave’s interest in the capital stock of Addition Systems, Inc., a Delaware company, and Monstar Labs Limited, a New Zealand company. In issuing these securities, we relied on Section 4(2) of the Securities Act, on the basis that the transaction did not involve a public offering. No underwriter or placement agent was used. eWave made certain representations to us as to its investment intent, its receipt of all information it considered necessary or appropriate in deciding whether to purchase the securities, its knowledge and experience in financial or business matters such that it was capable of evaluating the risks and merits of the investment in the securities, and its ability to bear the economic risk of the investment in the securities. The securities issued in the transaction were subject to restrictions on transfer absent registration under the Securities Act, and no offers to sell the securities were made in the form of general solicitation or general advertisement.
On May 15, 2001, as consideration for a business alliance, we issued 25,000 shares of Loudeye Common Stock to a single, sophisticated, accredited investor in connection with a commercial agreement. The shares were issued pursuant to the private offering exemption under section 4(2) of the Securities Act of 1933. The securities issued in the transaction were subject to restrictions on transfer absent registration under the Securities Act, and no offers to sell the securities were made in the form of general solicitation or general advertisement.
| (d) | Use of Proceeds from Sales of Registered Securities |
The net proceeds of our initial public offering and the concurrent sale of shares to Akamai Technologies, Inc. which both closed on March 15, 2000, as well as the underwriters’ over-allotment option exercised on April 14, 2000, totaled $82.0 million. As of June 30, 2001, we have used approximately $78.6 million of those proceeds for working capital and general corporate purposes, including increased spending on sales and marketing, customer support, research and development, expansion of our operational and administrative infrastructure, and the purchase of capital equipment and businesses. We expect to use the remaining proceeds of the offering for similar purposes. In addition, we may use a portion of the net proceeds to acquire or invest in complementary businesses, technologies, product lines or products. However, specific amounts for any future use of proceeds have not yet been determined and we have no current plans, agreements or commitments with respect to any such acquisition. Pending these uses, we intend to invest the net proceeds in short-term, interest-bearing, investment grade securities with original maturities of less than one year.
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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, on August 28, 2001.
| LOUDEYE TECHNOLOGIES, INC | ||
| | ||
| By: | /s/ BRADLEY A. BERG | |
| Bradley A. Berg Senior Vice President and Chief Financial Officer Principal Financial Officer | ||
| By: | /s/ JEROLD J. GOADE | |
| Jerold J. Goade Vice President Finance, Controller Principal Accounting Officer | ||
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