UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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):
October 6, 2004 (September 30, 2004)
LOUDEYE CORP.
(Exact Name of Registrant as Specified in Charter)
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| Delaware | | 0-29583 | | 91-1908833 |
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(State or Other Jurisdiction of
Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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1130 Rainier Avenue South
Seattle, Washington | | 98144 |
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| (Address of Principal Executive Offices) | | Zip Code |
(206) 832-4000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On September 30, 2004, Loudeye Corp. filed a certificate of amendment of its certificate of incorporation with the Secretary of State of the State of Delaware to increase the number of authorized shares of common stock, par value $0.001 per share, from 100,000,000 to 150,000,000. This increase was approved by Loudeye’s board of directors on June 4, 2004 and by Loudeye’s stockholders on July 22, 2004. The certificate of amendment was stamped filed by the Secretary of State of the State of Delaware after the close of business on September 30, 2004.
Item 9.01 Financial Statements and Exhibits
| (a) | | Not applicable. |
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| (b) | | Not applicable. |
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| (c) | | Exhibits. |
| | 3.1 | | Certificate of Amendment of Certificate of Incorporation as filed with the Secretary of State of the State of Delaware on September 30, 2004. |
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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.
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| Date: October 6,2004 | Loudeye Corp.
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| | By: | /s/ Lawrence J. Madden | |
| | | Lawrence J. Madden | |
| | | Executive Vice President and Chief Financial Officer and | |
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