UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 8)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(A) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Liquid Audio, Inc.
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(Name of Issuer)
Common Stock, $.001 par value
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(Title of Class of Securities)
53631T102000
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(CUSIP Number)
Mr. James Mitarotonda
c/o Barington Capital Group, L.P.
888 Seventh Avenue, 17th Floor
New York, N.Y. 10019
(212) 974-5700
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(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
May 3, 2002
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following
box: |_|.
Introduction. This Amendment No. 8 amends and supplements the
Schedule 13D, dated September 28, 2001, as amended to date (the "Schedule 13D"),
filed with the Securities and Exchange Commission by musicmaker.com, Inc.
("musicmaker"), Jewelcor Management, Inc., Barington Companies Equity Partners,
L.P., Ramius Securities, LLC and Domrose Sons Partnership with respect to the
common stock, $.001 par value (the "Common Stock"), of Liquid Audio, Inc., a
Delaware corporation (the "Company"). The principal executive offices of the
Company are located at 800 Chesapeake Drive, Redwood City, California 94063.
Item 4 of the Schedule 13D, "Purpose of Transaction," is amended by
adding the following:
On May 3, 2002, musicmaker filed suit against the Company in the
Court of Chancery of the State of Delaware In and For New Castle County.
musicmaker alleges that the Company has failed to timely hold its 2002 Annual
Meeting in accordance with Delaware law. A copy of the complaint is filed as
Exhibit 99.14 hereto and incorporated herein by reference.
On May 8, 2002, during a conference call with the Court, the Company
informed the Vice Chancellor that it intended to file a motion to dismiss
musicmaker's complaint on the grounds that the Court lacked subject matter
jurisdiction and that the issues set forth in the complaint were not ripe for
adjudication.
Item 7 of the Schedule 13D, "Material to be Filed as Exhibits," is
amended by adding the following:
99.14 Complaint filed on May 3, 2002 against Liquid Audio, Inc. in
the Court of Chancery of the State of Delaware In and For New Castle County.
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SIGNATURES
After reasonable inquiry and to the best knowledge and belief of
the undersigned, the undersigned certify that the information set forth in this
Statement is true, complete and correct.
Dated: May 9, 2002
MUSICMAKER.COM, INC.
By /s/ James A. Mitarotonda
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Name: James A. Mitarotonda
Title: President and Chief Executive
Officer
JEWELCOR MANAGEMENT, INC.
By /s/ Seymour Holtzman
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Name: Seymour Holtzman
Title: Chairman and Chief Executive
Officer
BARINGTON COMPANIES EQUITY PARTNERS, L.P.
By: Barington Companies Investors,
LLC, its general partner
By /s/ James A. Mitarotonda
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Name: James A. Mitarotonda
Title: President and Chief Executive
Officer
RAMIUS SECURITIES, LLC
By: Ramius Capital Group, LLC, its
managing member
By /s/ Morgan B. Stark
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Name: Morgan B. Stark
Title: Executive Vice President
DOMROSE SONS PARTNERSHIP
By /s/ James A. Mitarotonda
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Name: James A. Mitarotonda
Title: Partner
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