SEC Info - Sony Music Entertainment Inc, et al. - ‘SC 13D/A’ on 7/25/03 re: Intermix Media, Inc.

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Sony Music Entertainment Inc, et al. – ‘SC 13D/A’ on 7/25/03 re: Intermix Media, Inc.

On: Friday, 7/25/03, at 3:42pm ET · Accession #: 950136-3-1803 · File #: 5-57811

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 7/25/03  Sony Music Entertainment Inc      SC 13D/A               3:46K  Intermix Media, Inc.              Capital Systems 01/FA
          550 Digital Media Ventures Inc.
          Sony Corporation of America
          Sony Music Entertainment Inc.

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to Schedule 13D                              8     36K 
 2: EX-99.1     Assignment Agreement                                   5     18K 
 3: EX-99.2     Option Agreement                                       8     29K

SC 13D/A — Amendment to Schedule 13D
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Interest in Securities of the Issuer Is Hereby Amended and Supplemented by Adding the Following Thereto: Is hereby amended and supplemented by incorporating herein the information set forth under Item 4 of this Amendment No Materials to Be Filed as Exhibits Purpose of Transaction Schedule 13D Source and Amount of Funds or Other Consideration
1	1st Page - Filing Submission
"	Schedule 13D
5	Item 3. Source and Amount of Funds or Other Consideration
"	Item 3. Is hereby amended and supplemented by incorporating herein the information set forth under Item 4 of this Amendment No
"	Item 4. Purpose of Transaction
"	Item 4. Is Hereby Amended and Supplemented by Adding the Following Thereto:
6	Item 5. Interest in Securities of the Issuer
"	Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
"	Item 7. Materials to Be Filed as Exhibits

SC 13D/A 1st Page of 8 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D
(RULE 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No. 3)*

 eUniverse, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)

Common Stock, par value $0.001 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)

298 412 10 7
--------------------------------------------------------------------------------
(CUSIP Number)

Lisa A. Weiss, Esq.                         With a copy to:           
Senior Vice President and                                             
General Counsel                             David H. Landau, Esq.     
  Sony Music Entertainment, Inc.              Katten Muchin Zavis Rosenman
550 Madison Avenue                          575 Madison Avenue        
New York, New York 10022                    New York, New York  10022 
(212) 833-8000                              (212) 940-8800            
--------------------------------------------------------------------------------
 (Name, Address and Telephone Number of Person
 Authorized to Receive Notices and Communications)

 July 16, 2003
--------------------------------------------------------------------------------
 (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 that 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. [ ]                                                              

       Note: Schedules filed in paper format shall include a signed original
        and five copies of the schedule, including all exhibits. See Rule13d-7
for other parties to whom copies are to be sent.              

        * The remainder of this cover page shall be filled out for a reporting
        person's initial filing on this form with respect to the subject class
        of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page. 

        The information required on the remainder of this cover page shall not
         be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 (the "Act") or otherwise subject to the  
    liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).         

 Page 1 of 8 Pages

SC 13D/A 2nd Page of 8 TOC 1st Previous Next ↓Bottom Just 2nd
SCHEDULE 13D
CUSIP NO. 298 412 10 7                                         PAGE 2 OF 8 PAGES

1       NAME OF REPORTING PERSONS                                               
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)     

SONY MUSIC ENTERTAINMENT INC.                                   
------------------------------------------------------------------------------- 

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                       

                                                             (a) [ ] (b) [ ]
------------------------------------------------------------------------------- 

3       SEC USE ONLY                                                            

------------------------------------------------------------------------------- 

4       SOURCE OF FUNDS*                                                        

Not applicable.                                                 
------------------------------------------------------------------------------- 

5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED                 
       PURSUANT TO ITEMS 2(d) or 2(e)                                      [ ]
--------------------------------------------------------------------------------

6       CITIZENSHIP OR PLACE OF ORGANIZATION                           DELAWARE 
--------------------------------------------------------------------------------
        NUMBER OF            7       SOLE VOTING POWER                     0
           SHARES              -------------------------------------------------
BENEFICIALLY                                                    
         OWNED BY             8       SHARED VOTING POWER         5,289,231(1)
          REPORTING            -------------------------------------------------
PERSON WITH                                                   
                             9       SOLE DISPOSITIVE POWER                0
                               -------------------------------------------------

                              10      SHARED DISPOSITIVE POWER       5,289,231
--------------------------------------------------------------------------------
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON            

5,289,231                                                       
--------------------------------------------------------------------------------

12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------------

13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11                19.6%(2)
--------------------------------------------------------------------------------

14      TYPE OF REPORTING PERSON*                                            CO 
--------------------------------------------------------------------------------

*SEE INSTRUCTIONS BEFORE FILLING OUT

(1)  550 Digital Media Ventures Inc. ("550 DMV") holds these shares and is an   
  indirect wholly-owned subsidiary of Sony Music Entertainment Inc. ("Sony
  Music"). Accordingly, Sony Music has beneficial ownership of the shares.

(2)  Based on 27,030,706 shares outstanding: (1) 25,107,629 shares outstanding  
     as of January 31, 2003 as reported in eUniverse, Inc.'s Quarterly Report on
Form 10-Q/A filed with the SEC on February 19, 2003, for the quarterly
period ended December 31, 2002 and (2) an additional 1,923,077 shares 
     (assuming conversion today of all of the Series B Stock (as defined herein)
     held by 550 DMV) for purposes of Rule 13d-3(d) of the Exchange Act of 1934,
as amended.                                                           

 Page 2 of 8 Pages

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SCHEDULE 13D
CUSIP NO. 298 412 10 7                                         PAGE 3 OF 8 PAGES

1       NAME OF REPORTING PERSONS                                               
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)     

SONY CORPORATION OF AMERICA                                     
--------------------------------------------------------------------------------

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                       

                                                                 (a) [ ] (b) [ ]
--------------------------------------------------------------------------------

3       SEC USE ONLY                                                            

--------------------------------------------------------------------------------

4       SOURCE OF FUNDS*                                                        

Not applicable                                                  
--------------------------------------------------------------------------------

5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED                 
        PURSUANT TO ITEMS 2(d) or 2(e)                                       [ ]
--------------------------------------------------------------------------------

6       CITIZENSHIP OR PLACE OF ORGANIZATION                          NEW YORK  
--------------------------------------------------------------------------------

       NUMBER OF            7       SOLE VOTING POWER                    0
           SHARES              -------------------------------------------------
BENEFICIALLY                                                    
          OWNED BY              8       SHARED VOTING POWER         5,289,231(1)
          REPORTING            -------------------------------------------------
PERSON WITH                                                   
                             9       SOLE DISPOSITIVE POWER              0
                               -------------------------------------------------

                             10      SHARED DISPOSITIVE POWER    5,289,231
--------------------------------------------------------------------------------
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON            

5,289,231                                                       
--------------------------------------------------------------------------------

12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*    

                                                                             [ ]
--------------------------------------------------------------------------------

13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11                19.6%(2)
--------------------------------------------------------------------------------

14      TYPE OF REPORTING PERSON*                                            CO 
--------------------------------------------------------------------------------

*SEE INSTRUCTIONS BEFORE FILLING OUT

(1)  550 DMV holds these shares and is an indirect subsidiary of Sony Music.    
  Sony Music is an indirect wholly-owned subsidiary of Sony Corporation of
     America ("SCA"). Accordingly, SCA has beneficial ownership of these shares.

(2)  Based on 27,030,706 shares outstanding: (1) 25,107,629 shares outstanding  
     as of January 31, 2003 as reported in eUniverse, Inc.'s Quarterly Report on
Form 10-Q/A filed with the SEC on February 19, 2003, for the quarterly
period ended December 31, 2002 and (2) an additional 1,923,077 shares 
     (assuming conversion today of all of the Series B Stock (as defined herein)
     held by 550 DMV) for purposes of Rule 13d-3(d) of the Exchange Act of 1934,
as amended.                                                           

 Page 3 of 8 Pages

SC 13D/A 4th Page of 8 TOC 1st Previous Next ↓Bottom Just 4th
SCHEDULE 13D

CUSIP NO. 298 412 10 7                                         PAGE 4 OF 8 PAGES

1       NAME OF REPORTING PERSONS                                               
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)     

550 DIGITAL MEDIA VENTURES INC.                                 
--------------------------------------------------------------------------------

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                       

                                                                 (a) [ ] (b) [ ]
--------------------------------------------------------------------------------

3       SEC USE ONLY                                                            

--------------------------------------------------------------------------------

4       SOURCE OF FUNDS*                                                        

Not applicable                                                  
--------------------------------------------------------------------------------

5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED                 
        PURSUANT TO ITEMS 2(d) or 2(e)                                       [ ]
--------------------------------------------------------------------------------

6       CITIZENSHIP OR PLACE OF ORGANIZATION                            DELAWARE
--------------------------------------------------------------------------------

          NUMBER OF            7       SOLE VOTING POWER                       0
           SHARES            ---------------------------------------------------
BENEFICIALLY                                                    
         OWNED BY             8       SHARED VOTING POWER            5,289,231
          REPORTING          ---------------------------------------------------
PERSON WITH                                                   
                              9       SOLE DISPOSITIVE POWER                 0
                             ---------------------------------------------------

                              10      SHARED DISPOSITIVE POWER       5,289,231
--------------------------------------------------------------------------------

11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON            

5,289,231                                                       
--------------------------------------------------------------------------------

12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*    

                                                                             [ ]
--------------------------------------------------------------------------------

13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11                19.6%(1)
--------------------------------------------------------------------------------

14      TYPE OF REPORTING PERSON*                                           CO  
--------------------------------------------------------------------------------

*SEE INSTRUCTIONS BEFORE FILLING OUT

(1)  Based on 27,030,706 shares outstanding: (1) 25,107,629 shares outstanding  
     as of January 31, 2003 as reported in eUniverse, Inc.'s Quarterly Report on
Form 10-Q/A filed with the SEC on February 19, 2003, for the quarterly
period ended December 31, 2002 and (2) an additional 1,923,077 shares 
     (assuming conversion today of all of the Series B Stock (as defined herein)
     held by 550 DMV) for purposes of Rule 13d-3(d) of the Exchange Act of 1934,
as amended.                                                           

 Page 4 of 8 Pages

SC 13D/A 5th Page of 8 TOC 1st Previous Next ↓Bottom Just 5th
       This Amendment No. 3 amends and supplements the statement on Schedule
13D, as amended (the "Schedule 13D") originally filed with the SEC on September 
19, 2000 and amended on August 10, 2001 and October 25, 2001 by Sony Corporation
of America, a Delaware corporation, Sony Music Entertainment, Inc., a New York  
corporation, and 550 Digital Media Ventures Inc. ("550 DMV"), a Delaware        
corporation, relating to the common stock, par value $0.001 per share (the      
"Common Stock") of eUniverse, Inc., a Delaware corporation (the "Company").     
Capitalized terms not otherwise defined herein shall have the meanings set forth
in the Schedule 13D.                                                            

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.                     

       Item 3 is hereby amended and supplemented by incorporating herein the
information set forth under Item 4 of this Amendment No. 3.                     

ITEM 4.  PURPOSE OF TRANSACTION.                                                

   Item 4 is hereby amended and supplemented by adding the following
thereto:                                                                        

       On July 15, 2003, 550 DMV and VP Alpha Holdings IV, L.L.C. ("VP Alpha
LLC") entered into an option agreement (the "Option Agreement") relating to an  
option that may be exercised within the next 60 days by VP Alpha LLC to purchase
shares of Common Stock and shares of the Company's Series B Convertible         
Preferred Stock, par value $0.10 per share (the "Series B Stock"), in each case 
from 550 DMV.                                                                   

      The consideration paid for the Option was the assignment to VP Alpha
LLC of $500,000 of existing debt of the Company to 550 DMV, the grantor of the  
Option. In connection with such assignment, pursuant to an assignment agreement,
dated as of July 15, 2003, between VP Alpha LLC and 550 DMV (the "Assignment    
Agreement"), VP Alpha LLC paid $500,000 to 550 DMV.                             

    The Option Agreement and the Assignment Agreement were placed into
escrow and became effective on July 16, 2003 following the funding of the       
$500,000 payment to 550 DMV pursuant to the Assignment Agreement.               

       Pursuant to the Option Agreement, VP Alpha LLC may, at any time on or
prior to January 16, 2004, purchase up to 3,050,000 shares of Common Stock and  
up to 1,750,000 shares of Series B Stock (each, a "Share", and collectively the 
"Shares") held by 550 DMV (the "Option"). The Option may be exercised in part as
long as it is exercised for at least 50% of the shares subject to the Option.   
The 1,750,000 shares of the Series B Stock are currently convertible into an    
aggregate of 1,750,000 shares of Common Stock. 550 DMV has been advised that if 
VP Alpha LLC does not exercise the Option before November 12, 2003, VP Alpha LLC
has the right exercisable for 10 days thereafter to transfer its rights under   
the Option to the Company in exchange for a warrant to purchase shares of Series
B Stock.                                                                        

      Pursuant to the Option Agreement, VP Alpha LLC agreed to pay 550 DMV
$1.10 per Share upon exercise of the Option. If VP Alpha LLC sells any Shares   
acquired from 550 DMV (each, a "Resold Share" and collectively, the "Resold     
Shares") and receives cash consideration in excess of $3.00 per Resold Share,   
then VP Alpha LLC will pay over to 550 DMV an amount equal to 40% of the sale   
price over $3.00 per Resold Share received by VP Alpha LLC, but in no event more
than $1.10 per Resold Share (the "Contingent Payment"). In addition, if VP Alpha
LLC distributes the Shares to its limited partners, then the Contingent Payment 
will be made to 550 DMV in the form of a portion of the Shares distributed,     
calculated to be equal to 40% of the excess of the fair market value price per  
share of Common Stock (which shall equal the average closing price over the 20  
consecutive trading days immediately preceding the distribution or if the Common
Stock is not publicly traded then the fair market value after taking into       
account lack of marketability and any other appropriate factors, as determined  
by an appraisal undertaken by an independent appraiser experienced in valuing   
securities similar to the Shares which has been mutually selected by the        
parties) over $3.00 per Share on the date of distribution, subject to a maximum 
distribution of Shares to 550 DMV equal to a value of $1.10 per Share.          

      Any and all rights that 550 DMV has associated with the Common Stock
and the Series B Stock, including but not limited to registration rights, voting
rights, preemptive rights, liquidation preference, or otherwise, will be deemed 
transferred (to the extent transferable) to VP Alpha LLC upon its exercise of   
the Option and the payment of the related purchase price.                       

 Page 5 of 8 Pages

SC 13D/A 6th Page of 8 TOC 1st Previous Next ↓Bottom Just 6th
       In addition, 550 DMV has agreed that it will vote as a stockholder in
favor of any investment and loan transaction between the Company and VP Alpha   
LLC resulting in an additional investment in the Company by VP Alpha LLC of not 
less than $5 million at a price of at least $1.00 per share (if an equity       
transaction), as approved by the board of directors of the Company. In          
connection with consummation of any such transaction, 550 DMV will be deemed to 
have waived any anti-dilution protection and any pre-emptive rights and rights  
of first refusal that 550 DMV may have in connection with its securities        
holdings in the Company.                                                        

         All references to the Assignment Agreement and the Option Agreement are
qualified in their entirety by the full text of each of such agreements, which  
are filed as exhibits to this Amendment No. 3.                                  

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.                                  

       Item 5 is hereby amended and supplemented by incorporating herein the
information set forth under Item 4 of this Amendment No. 3.                     

ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT  
TO SECURITIES OF THE ISSUER.                                  

       Item 6 is hereby amended and supplemented by incorporating herein the
information set forth under Item 4 of this Amendment No. 3.                     

ITEM 7.  MATERIALS TO BE FILED AS EXHIBITS.                                     

99.1     Assignment Agreement, dated as of July 15, 2003, between 550 Digital   
Media Ventures Inc. and VP Alpha Holdings IV, L.L.C.          

99.2     Option Agreement, dated as of July 15, 2003, among eUniverse, Inc., 550
Digital Media Ventures Inc. and VP Alpha Holdings IV, L.L.C.  

 Page 6 of 8 Pages

SC 13D/A 7th Page of 8 TOC 1st Previous Next ↓Bottom Just 7th
 SIGNATURE

                 After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned hereby certifies that the information set   
forth in this statement is true, complete and correct.                          

Dated: July 25, 2003                                                            
SONY CORPORATION OF AMERICA   

By: /s/                       
                     -------------------------------------------
Name:  Steve Kober    
                     Title: Senior Vice President and Controller

SONY MUSIC ENTERTAINMENT INC. 

By: /s/                       
                     -------------------------------------------
Name:  Frank Crimmins 
                     Title: Senior Vice President and Controller

 550 DIGITAL MEDIA VENTURES INC.

By: /s/                       
                     -------------------------------------------
Name:  Mark Eisenberg 
                          Title: Senior Vice President and General Counsel

 Page 7 of 8 Pages

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 EXHIBIT INDEX

Exhibit    Description                                                          
-------    -----------                                                          

99.1       Assignment Agreement, dated as of July 15, 2003, between 550         
  Digital Media Ventures Inc. and VP Alpha Holdings IV, L.L.C.

99.2       Option Agreement, dated as of July 15, 2003, among eUniverse,        
     Inc., 550 Digital Media Ventures Inc. and VP Alpha Holdings IV,
L.L.C.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D/A’ Filing	Date	First	Last	Other Filings

	1/16/04	5		DFAN14A
	11/12/03	5		4
Filed on:	7/25/03	7		3, SC 13D
	7/16/03	1	5	3
	7/15/03	5	8	4/A
	2/19/03	2	4	10-Q/A
	1/31/03	2	4
	12/31/02	2	4	10-Q, 10-Q/A, S-8
	10/25/01	5		4
	8/10/01	5		SC 13D/A
	9/19/00	5		SC 13D
				List all Filings

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Filing Submission 0000950136-03-001803 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Sony Music Entertainment Inc, et al. – ‘SC 13D/A’ on 7/25/03 re: Intermix Media, Inc.

On: Friday, 7/25/03, at 3:42pm ET · Accession #: 950136-3-1803 · File #: 5-57811

Previous ‘SC 13D’: ‘SC 13D’ on 5/29/03 · Next: ‘SC 13D/A’ on 9/17/03 · Latest: ‘SC 13D/A’ on 4/27/04

Amendment to General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

SC 13D/A — Amendment to Schedule 13DDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

SC 13D/A — Amendment to Schedule 13D
Document Table of Contents