SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the registrant [ ]
Filed by a party other than the registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement.
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)).
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Under Rule 14a-12.
--------------------------------------------------------------------------------
LIQUID AUDIO, INC.
(Name of Registrant as Specified in Its Charter)
--------------------------------------------------------------------------------
MM COMPANIES, INC.,
JEWELCOR MANAGEMENT, INC., BARINGTON COMPANIES EQUITY PARTNERS, L.P., RAMIUS
SECURITIES, LLC, DOMROSE SONS PARTNERSHIP,
JAMES A. MITAROTONDA and SEYMOUR HOLTZMAN
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
--------------------------------------------------------------------------------
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
-2-
On September 4, 2002, MM Companies, Inc. issued the following press release:
Court Grants MM Companies, Inc. Motion for Expedited Proceeding
NEW YORK, Sept. 4 /PRNewswire-FirstCall/ -- MM Companies, Inc. (OTC Bulletin
Board: MMCO) believes that the August 29, 2002 press release by Liquid Audio,
Inc.'s management incorrectly describes action taken by the Delaware court in MM
Companies' pending litigation, and is misleading to shareholders.
On August 26, 2002, MM Companies went to Delaware court to protect the franchise
of Liquid Audio, Inc.'s public shareholders by challenging management's attempt
to expand the size of the board of directors on the eve of the long-delayed
annual shareholders meeting. MM Companies believes that management's last-minute
attempt to add two new directors, who will not be subject to a shareholder vote
at the meeting, is a further effort to disadvantage MM Companies' proxy contest
and impede shareholder democracy, and MM Companies has sued to invalidate
management's actions.
Management's August 29 press release inaccurately suggested that the court had
denied a motion by MM Companies for a hearing in this matter. That is not the
case.
In fact, the court granted MM Companies' request for an expedited hearing in MM
Companies' lawsuit. And, while the court's schedule did not permit a hearing to
occur prior to the September 26, 2002 meeting date, the court indicated that
there is a question as to the legality of management's conduct, and scheduled a
trial to be held on October 21, 2002 (the earliest date that the court had
available) to determine whether management's purported expansion of the size of
the board of directors should be invalidated.
-3-