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): July 17, 2002 CD Warehouse, Inc. ------------------ (Exact name of registrant as specified in its charter) Delaware -------- (State or other jurisdiction of incorporation) 000-21887 73-1504999 --------- ---------- (Commission File Number) (I.R.S. Employer Identification No.) 900 N. Broadway, Oklahoma City, OK 73102 - ---------------------------------- ----- (Address of principal executive offices) (Zip Code) (405) 236-8742 -------------- (Registrant's telephone, including area code) Not Applicable (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE. On July 17, 2002, the Company issued a Press Release filed herewith as Exhibit 1.1. 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 hereunto duly authorized. CD WAREHOUSE, INC. (Registrant) Date: July 17, 2002 By: /s/ Christopher M. Salyer ---------------------------------------- Christopher M. Salyer, President and Chief Executive Officer 2