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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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AMENDMENT NO. 1
TO
FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934

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ROXIO, INC.

(Exact name of Registrant as specified in its charter)

DELAWARE 77-0551214
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

461 SOUTH MILPITAS BOULEVARD
MILPITAS, CALIFORNIA 95035
(Address, including zip code, of Registrant's principal executive offices)

(408) 259-7694
(Registrant's telephone number, including area code)

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Securities to be registered pursuant to Section 12(b) of the Act: None

Securities to be registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.001 per share

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ROXIO, INC.

INFORMATION INCLUDED IN INFORMATION STATEMENT
AND INCORPORATED IN FORM 10 BY REFERENCE

CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT
AND ITEMS OF FORM 10

ITEM NO. CAPTION LOCATION IN INFORMATION STATEMENT
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1. Business "Summary," "The Distribution," "Risk Factors,"
"Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Business"

2. Financial Information "Summary," "Summary Consolidated Financial Data,"
"Selected Consolidated Financial Data,"
"Consolidated Financial Statements" and
"Management's Discussion and Analysis of Financial
Condition and Results of Operations"

3. Properties "Business--Facilities"

4. Securities Ownership of Our "The Distribution" and "Management"
Beneficial Owners and
Management

5. Directors and Executive Officers "Management"

6. Executive Compensation "Management"

7. Our Relationships and Related "Relationship Between Adaptec and Our Company After
Transactions the Distribution," "Management" and "Certain
Transactions"

8. Legal Proceedings "Business--Legal Proceedings"

9. Market Price of and Dividends on "The Distribution," "Dividend Policy" and
the Registrant's Common Equity "Description of Capital Stock"
and Related Stockholder
Matters

10. Recent Sales of Unregistered Not Included (see below)
Securities

11. Description of Registrant's "The Distribution," "Dividend Policy" and
Securities to be Registered "Description of Capital Stock"

12. Indemnification of Directors and "Management--Limitations on Directors' Liability
Officers and Indemnification"

13. Financial Statements and "Consolidated Financial Statements" and "Index to
Supplementary Data Consolidated Financial Statements"

14. Changes In and Disagreements Not Applicable
with Accountants on Accounting
and Financial Matters

15. Financial Statements and "Consolidated Financial Statements" and "Index to
Exhibits Consolidated Financial Statements"

ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES

In connection with its incorporation and organization, on August 9, 2000,
Roxio issued 1,000 shares of common stock to Adaptec for an aggregate of $1.00.
Roxio believes that this issuance was exempt from registration under
Section 4(2) of the Securities Act of 1933, as amended, as a transaction not
involving any public offering.

ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial statements filed as part of this registration statement.+

PAGE
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Roxio, Inc. Consolidated Financial Statements:
Consolidated Balance Sheets as of March 31, 1999 and 2000
and December 31, 2000 (unaudited)....................... F-3
Consolidated Statements of Operations for the three fiscal
years ended March 31, 1998, 1999 and 2000 and the nine
months ended December 31, 1999 (unaudited) and 2000
(unaudited)............................................. F-4
Consolidated Statements of Changes in Owner's Net
Investment/Stockholder's Equity for the three fiscal
years ended March 31, 1998, 1999 and 2000 and the nine
months ended December 31, 2000 (unaudited).............. F-5
Consolidated Statements of Cash Flows for the three fiscal
years ended March 31, 1998, 1999 and 2000 and the nine
months ended December 31, 1999 (unaudited) and 2000
(unaudited)............................................. F-6

Roxio, Inc. Unaudited Pro Forma Combined Financial
Statements:
Unaudited Pro Forma Combined Statement of Operations for
the fiscal year ended March 31, 2000.................... F-30

CeQuadrat GmbH Consolidated Financial Statements:
Consolidated Balance Sheets as of December 31, 1998 and
June 30, 1999........................................... F-33
Consolidated Statements of Operations for the year ended
December 31, 1998 and for the six months ended June 30,
1998 (unaudited) and 1999............................... F-34
Consolidated Statements of Shareholders' Equity for the
year ended December 31, 1998 and for the six months
ended June 30, 1999..................................... F-35
Consolidated Statements of Cash Flows for the year ended
December 31, 1998 and for the six months ended June 30,
1998 (unaudited) and 1999............................... F-36

Wild File, Inc. Financial Statements:
Balance Sheets as of June 30, 1999 and March 10, 2000..... F-45
Statements of Operations for the year ended June 30, 1999,
for the period from July 1, 1998 through March 10, 1999
(unaudited), and for the period from July 1, 1999
through March 10, 2000.................................. F-46
Statements of Stockholders' Equity for the year ended
June 30, 1999 and for the period from July 1, 1999
through March 10, 2000.................................. F-47
Statements of Cash Flows for the year ended June 30, 1999,
for the period from July 1, 1998 through March 10, 1999
(unaudited), and for the period from July 1, 1999
through March 10, 2000.................................. F-48

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+ Previously filed.

(b) Exhibits

EXHIBIT
NUMBER DESCRIPTION
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2.1 First Amended and Restated Master Separation and
Distribution Agreement effective as of February 28, 2001
between Adaptec and the Registrant.

2.2 Form of General Assignment and Assumption Agreement between
Adaptec and the Registrant.

2.3 Form of Indemnification and Insurance Matters Agreement
between Adaptec and the Registrant.

2.4 Form of Master Patent Ownership and License Agreement
between Adaptec and the Registrant.

2.5 Form of Master Technology Ownership and License Agreement
between Adaptec and the Registrant.

2.6 Form of Master Confidential Disclosure Agreement between
Adaptec and the Registrant.

2.7 Form of Master Transitional Services Agreement between
Adaptec and the Registrant.

2.8 Form of Employee Matters Agreement between Adaptec and the
Registrant.

2.9 Form of Tax Sharing Agreement between Adaptec and the
Registrant.

2.10 Form of Real Estate Matters Agreement between Adaptec and
the Registrant.

2.11 Form of Manufacturing Agreement between Adaptec and the
Registrant.

2.12 Form of International Transfer of Assets Agreement between
Adaptec Mfg(S) Pte Ltd. and Roxio CI Ltd.

3.1+ Amended and Restated Certificate of Incorporation of the
Registrant.

3.2+ Bylaws of the Registrant.

4.1* Form of Common Stock certificate of the Registrant.

10.1* 2001 Employee Stock Purchase Plan.

10.2+ Amended and Restated 2000 Stock Option Plan.

10.3+ Form of 2000 Stock Option Plan Agreements.

10.4* 2001 Director Option Plan.

10.5* Form of 2001 Director Option Plan Agreements.

10.6* Form of Indemnification Agreement between the Registrant and
each of its directors and executive officers.

10.7* Lease Agreement between Adaptec and the Registrant.

10.8+ Employment agreement between Wm. Christopher Gorog and the
Registrant.

10.9+ Employment agreement between Thomas J. Shea and the
Registrant.

10.10* Master Software License Agreement effective as of
December 4, 1999 between Adaptec and Hewlett-Packard
Company.

10.11* Distribution Agreement dated September 6, 2000 between the
Registrant and Ingram Micro, Inc.

21.1* Subsidiaries of the Registrant.

99.1+ Roxio, Inc. Information Statement dated March , 2001.

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+ Previously filed.

* To be filed by amendment.

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this amendment no. 1 to this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Milpitas, State of California, on March 5, 2001.

ROXIO, INC.

By: /s/ WM. CHRISTOPHER GOROG
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Name: Wm. Christopher Gorog
Title: CHIEF EXECUTIVE OFFICER AND
PRESIDENT

INDEX OF EXHIBITS