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This Schedule 13D
relates to the common stock, par value $0.01 per share (“
Common Stock
”)
of ARTISTdirect, Inc., a Delaware corporation (the “
Issuer
”). The principal executive offices of the
Issuer are presently located at 1601 Cloverfield Boulevard, Suite 400S, Santa
Monica, California 90404.
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This statement is filed
by Dimitri Villard (the “
Reporting Person
”). Mr. Villard’s
principal occupation
is Chief Executive
Officer of the Issuer. His principal address is 1601 Cloverfield Blvd., Suite
400 South, Santa Monica, CA 90404. Mr. Villard is a United States citizen.
During the last five
(5) years, the Reporting Persons has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
During the last five
(5) years, the Reporting Person has not been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction as a result of
which such person was or is subject to a judgment, decree or final order
enjoining final violations of, or prohibiting or mandating activities subject
to federal or state securities laws or finding any violation with respect to
such laws.
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On January 15, 2009,
pursuant to a Stock Purchase Agreement dated as of January 14, 2009, the
Reporting Person (through the Dimitri Villard Revocable Living Trust Dated
6/4/92) purchased from Trilogy Capital Partners, Inc. the following
securities of the Issuer
for a
purchase price of $500.00:
197,734 shares of Common Stock,
216,666
warrants to purchase
Common Stock at $2.00 per share at any time prior to July 28, 2010, 345,967
warrants to purchase Common Stock at $1.43 per share at any time prior to
July 28, 2010, and $6,190,000 par value subordinated convertible debt, four
percent interest rate, convertible into Common Stock at $1.55 per share at
any time prior to July 28, 2009.
On January
30, 2009, the Issuer entered into a Second Amendment to Convertible
Subordinated Note (the “
Second Amendment
”) with Trilogy Capital
Partners, Inc., DKR Soundshore Oasis Holding Fund Ltd., Broadband Capital
Management, LLC, Karl Brenza, Cliff Chapman, Jeffrey Meshel, Michael Rapp and
Philip Wagenheim, the holders of a majority of the aggregate principal amount
outstanding of the Subordinated Notes, to provide for the immediate
conversion of the Subordinated Notes and the cancellation of the warrants to
purchase shares of Common Stock at $1.43 per share (the “
Subdebt Warrants
”). As a result of the Second Amendment, the
Subdebt Warrants were cancelled and the convertible promissory note held by
Mr. Villard was converted into 8,178,893 restricted shares of Common Stock,
all of which are subject to a lock-up period of twelve months.
The
warrants to purchase 216,666 shares of Common Stock at $2.00 per share were
cancelled in connection with the extinguishment of the Issuer’s obligations
to the holders of the Issuer’s senior secured debt (“
Senior Debt Restructuring
”)
.
With the
exception of the aforementioned, the Reporting Person does not have any plan
or proposal which relate to, or may result in, any of the matters listed in
Items 4(a)-(j) of this Statement.
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As of the date of this
filing, Mr. Villard owns 8,376,627 shares of Common Stock, options to
purchase 20,000 shares of Common Stock, exercisable at $2.00 per share and
options to purchase up to 22,888 shares of Common Stock, exercisable at $3.35
per share, equal to 15.0% of the Issuer’s Common Stock. The percentage is
calculated based on the assumption that the Issuer had 56,120,046 shares outstanding
(based on the 10,344,666 shares reported by the Issuer as outstanding as of
October 31, 2008, on its Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2008, plus the 45,732,492 shares of Common Stock
issued on January 30, 2009 in connection with Senior Debt Restructuring and
the 42,888 shares of Common Stock issuable upon Reporting Person’s exercise
of his options).
Mr. Villard has
the sole right to vote and the right to dispose of the securities held by his
trust.
Aside from the transactions described in Item 4 of this
Statement, the Reporting Person has not purchased or sold any Common Stock of
the Issuer in the 60 days prior to this filing.
To the knowledge of the
Reporting Person, no person has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the
securities of the Issuer reported herein.
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