UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 28, 2005
ARTISTDIRECT, INC.
(Exact name of registrant as specified in its charter)
| | | | | |
Delaware
(State or other jurisdiction
of incorporation or
organization) | | 000-30063
(Commission File Number) | | 95-4760230
(I.R.S. Employer
Identification No.) |
| | | | | |
10900 Wilshire Blvd., Suite 1400,
Los Angeles, California
(Address of principal executive offices) | |
90024
(Zip Code) |
(310) 443-5360
(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:
| | | |
| 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)) |
TABLE OF CONTENTS
This Amendment No. 1 on Form 8-K/A amends the Form 8-K of ARTISTdirect, Inc., a Delaware corporation (the “Registrant”), dated July 28, 2005 and filed with the Securities and Exchange Commission on August 3, 2005. The purpose of this Amendment No. 1 is to re-file Exhibit 2.1 that contained an inadvertent error in Section 2.6 of the Agreement and Plan of Merger, dated July 28, 2005, by and among ARTISTdirect, Inc., ARTISTdirect Merger Sub, Inc. and MediaDefender, Inc.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
| | | |
| Exhibit No. | | Title |
| 2.1 | | Agreement and Plan of Merger, dated July 28, 2005, by and among ARTISTdirect, Inc., ARTISTdirect Merger Sub, Inc. and MediaDefender, Inc.* |
| | |
| * | | Certain of the exhibits and schedules to the Merger Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-B. The Registrant will furnish copies of any of the exhibits and schedules to the Securities and Exchange Commission upon request. |
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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.
| | | | | |
| | ARTISTdirect, Inc.
| |
| Date: August 5, 2005 | By: | /s/ Robert Weingarten | |
| | | Robert Weingarten | |
| | | Chief Financial Officer | |
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EXHIBIT INDEX
| | | |
| Exhibit No. | | Title |
| 2.1 | | Agreement and Plan of Merger, dated July 28, 2005, by and among ARTISTdirect, Inc., ARTISTdirect Merger Sub, Inc. and MediaDefender, Inc.* |
| | |
| * | | Certain of the exhibits and schedules to the Merger Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-B. The Registrant will furnish copies of any of the exhibits and schedules to the Securities and Exchange Commission upon request. |
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