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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): June 27, 2001
LAUNCH MEDIA, INC.
(Exact name of registrant as specified in its charter)
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Delaware 000-25273 95-4463753
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(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
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2700 Pennsylvania Avenue
Santa Monica, California 90404
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (310) 526-4300
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On June 27, 2001, Launch Media, Inc.("Launch") entered into an Agreement
and Plan of Merger with Yahoo! Inc. and Jewel Acquisition Corporation. A copy of
the agreement is attached hereto as Exhibit 2.1. Concurrently with the execution
of the Agreement and Plan of Merger, Launch's executive officers, directors and
certain affiliates entered into a Stockholders Agreement in the form attached
hereto as Exhibit 2.2, and certain stockholders of Launch entered into a
Stockholders Agreement in the form attached hereto as Exhibit 2.3
Also included herein for completeness, and filed herewith as an exhibit
incorporated by reference herein, is a press release issued by Yahoo! Inc. and
Launch dated June 28, 2001, announcing the signing of the Agreement and Plan of
Merger.
Launch security holders and any potential investors in Launch are
advised to carefully read the tender offer statement on Schedule TO, the
solicitation / recommendation statement on Schedule 14D-9 and any other
documents Launch or Yahoo! Inc. files with the Securities and Exchange
Commission in connection with the proposed tender offer or merger when they
become available because they will contain important information about the
proposed transaction. Investors and security holders may obtain free copies of
these documents (when available) and other documents filed by Launch at the
SEC's website at www.sec.gov. These documents (when available) may also be
obtained for free by contacting Jeffrey M. Mickeal at (310) 526-4300 at Launch.
ITEM 7. EXHIBITS.
2.1 Agreement and Plan of Merger, dated as of June 27, 2001, by and
among Yahoo! Inc., Jewel Acquisition Corporation and Launch
Media, Inc.
2.2 Form of Stockholders Agreement dated as of June 27, 2001, by and
among Yahoo! Inc., Jewel Acquisition Corporation and certain
stockholders of Launch Media, Inc.
2.3 Form of Stockholders Agreement dated as of June 27, 2001, by and
among Yahoo! Inc., Jewel Acquisition Corporation and certain
stockholders of Launch Media, Inc.
99.1 Press release dated June 28, 2001.
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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 hereunto duly authorized.
LAUNCH MEDIA, INC.
Date: July 2, 2001 By: /S/ JEFFREY M. MICKEAL
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Jeffrey M. Mickeal
Chief Financial Officer and Secretary
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as of June 27, 2001, by
and among Yahoo! Inc., Jewel Acquisition Corporation and
Launch Media Inc.
2.2 Form of Stockholders Agreement dated as of June 27, 2001, by
and among Yahoo! Inc., Jewel Acquisition Corporation and
certain stockholders of Launch Media, Inc.
2.3 Form of Stockholders Agreement dated as of June 27, 2001, by
and among Yahoo! Inc., Jewel Acquisition Corporation and
certain stockholders of Launch Media, Inc.
99.1 Press release dated June 28, 2001.