content: <PAGE>
   
                        SECURITIES AND EXCHANGE COMMISSION
  
                              Washington, D.C. 20549
  
  
                                     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):  March 23, 1999
  
  -------------------------------------------------------------------------------
  
                               GoodNoise Corporation
                  (Exact name of Company as specified in charter)
  
  -------------------------------------------------------------------------------
  
            Florida                   0-24671               65-0207877
  (State or other jurisdiction     (Commission            (IRS Employer 
      of incorporation)            File Number)         Identification No.)
  
  -------------------------------------------------------------------------------
  
  719 Colorado Ave., Palo Alto, CA                             94303
  (Address of principal executive offices)                   (Zip Code)
   
  Company's telephone number, including area code          (650) 322-8910
                                                 --------------------------------
   
   
   
  
                                  Not applicable
           (Former name or former address, if changed since last report)
  <PAGE>
   
  Item 5.  Other Events.
  
       On March 23, 1999, the Company completed a private placement of
  approximately 118,000 shares of Series B Convertible Preferred Stock (the
  "Series B Shares") for aggregate net proceeds of approximately $31 million.
  Each Series B Share is initially convertible into 100 shares of the Company's
  Common Stock.
  
  Terms of the Series B Shares
  
       The following is a summary of the rights, preferences and privileges of the
  Series B Shares and the rights granted pursuant to the holders of the Series B
  Shares pursuant to the Company's Restated Articles of Incorporation and that
  certain Investor Rights Agreement dated as of March 23, 1999 (the "Financing
  Agreements").  Such summary is qualified in full by reference to the full text
  of the Financing Agreements which are filed as an exhibit to this Report.
  
       Voting Rights.  The holders of the Series B Shares are entitled to a number
  of votes equal to the number of shares of Common Stock issuable upon conversion
  of the Series B Shares.  The holders of the Series B Shares are also entitled to
  elect one member of the Board of Directors.
  
       Liquidation Preference.  Upon any liquidation, dissolution or winding up of
  the affairs of the Company, the holder of each Series B Share shall be entitled
  to be paid $300 per share (the "Series B Preference Amount").  If the assets of
  the Company upon such event are insufficient to make such payment in full, then
  the holders of Series B Shares shall be entitled to pro rata distribution of all
  the assets of the Company.  After payment in full of the liquidation preference
  to the holders of Series B Shares, such holders are entitled to no further
  distributions.
  
       Dividends.  The Series B Shares are entitled to dividends at an annual rate
  of 6% of the Series B Preference Amount.  The payment of such amounts may be
  deferred until the Company completes an initial underwriting public offering, is
  sold or until March 31, 2004.
  
       Conversion.  Each Series B Shares is initially convertible into 100 shares
  of Common Stock at the election of the holder thereof.  All Series B Shares are
  subject to conversion on the closing of an underwritten public offering with
  gross proceeds of $25 million or more at a per share price of $6 or more or the
  approval of the holders of 67% of the Series B Shares.
  
       Adjustments to Conversion Rate.  The Conversion Rate is subject to
  proportional adjustment upon any stock split, stock dividend or other similar
  change to the capital stock of the Company and certain other adjustments upon
  future issuances of Common Stock or rights to acquire Common Stock at a price
  less than $3 per share.
  
       Redemption.  In the event of certain defaults by the Company or if the
  Series B Shares have not been converted after five years, the holders of the
  Series B Shares have the right to require the Company to redeem the Series B
  Shares.
  
       Fundamental Changes. Certain corporate actions, as more fully defined in
  the Company's Restated Articles of Incorporation, require the approval of the
  holders of 67% of the Series B Shares.
  
                                         2
  <PAGE>
   
       Registration Rights.  The Company is obligated to promptly (and in any
  event within 120 days of the first sale of the Series B Shares) file a
  registration statement (the "Registration Statement") with the Securities and
  Exchange Commission (the "SEC") to cover the resale of the Company's Common
  Stock issuable upon the conversion of the Series B Shares.
  
  Effect on Rights of Existing Security Holders
  
       There is no change to the rights, preferences or privileges of the holders
  of the Company's Common Stock as a result of the transactions which are the
  subject of the Financing Agreements.  However, in addition to the dilutive
  impact of the issuance of additional shares of capital stock, the Series B
  Shares have a liquidation preference which entitles the holders thereof to
  receive payment upon any dissolution or liquidation of the Company in preference
  to the holders of Common Stock.
  
  Item 7.  Exhibits.
  
        (a)  Financial statements of business acquired.
             
                   Not applicable.
  
       (b)   Pro forma financial information.
             
                  Not applicable.
  
       (c)   Exhibits.
  
             Exhibit No.                         Description
             -----------       --------------------------------------------------
  
                3.1            Restated Articles of Incorporation
  
               10.1            Investor Rights Agreement dated March 23, 1999
  
                                         3
  <PAGE>
   
                                    SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Company has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                      GOODNOISE CORPORATION
  
  
  Date:  April 2, 1999                By: /s/ Joseph Howell
                                         --------------------------------------
                                         Joseph Howell, Chief Financial Officer
  
                                         4
  <PAGE>
   
                                   EXHIBIT INDEX
  
    Exhibit No.                          Description
   -------------    ---------------------------------------------------------
  
  3.1               Restated Articles of Incorporation
  
  10.1              Investor Rights Agreement dated March 23, 1999
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metadata_filer: {"company-data": {"conformed-name": "GOODNOISE CORP", "cik": "0001065013", "assigned-sic": "3669", "irs-number": "650207877"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-24671", "film-number": "99588254"}, "business-address": {"street1": "719 COLORADO AVENUE", "city": "PALO ALTO", "state": "CA", "zip": "94303", "phone": "6503308910"}, "mail-address": {"street1": "719 COLORADO AVENUE", "city": "PALO ALTO", "state": "CA", "zip": "94303"}}
text: SECURITIES AND EXCHANGE COMMISSION
  
                              Washington, D.C. 20549
  
                                     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):  March 23, 1999
  
  -------------------------------------------------------------------------------
  
                               GoodNoise Corporation
                  (Exact name of Company as specified in charter)
  
  -------------------------------------------------------------------------------
  
            Florida                   0-24671               65-0207877
  (State or other jurisdiction     (Commission            (IRS Employer 
      of incorporation)            File Number)         Identification No.)
  
  -------------------------------------------------------------------------------
  
  719 Colorado Ave., Palo Alto, CA                             94303
  (Address of principal executive offices)                   (Zip Code)
   
  Company's telephone number, including area code          (650) 322-8910
                                                 --------------------------------
   
   
   
  
                                  Not applicable
           (Former name or former address, if changed since last report)
  Item 5.  Other Events.
  
       On March 23, 1999, the Company completed a private placement of
  approximately 118,000 shares of Series B Convertible Preferred Stock (the
  "Series B Shares") for aggregate net proceeds of approximately $31 million.
  Each Series B Share is initially convertible into 100 shares of the Company's
  Common Stock.
  
  Terms of the Series B Shares
  
       The following is a summary of the rights, preferences and privileges of the
  Series B Shares and the rights granted pursuant to the holders of the Series B
  Shares pursuant to the Company's Restated Articles of Incorporation and that
  certain Investor Rights Agreement dated as of March 23, 1999 (the "Financing
  Agreements").  Such summary is qualified in full by reference to the full text
  of the Financing Agreements which are filed as an exhibit to this Report.
  
       Voting Rights.  The holders of the Series B Shares are entitled to a number
  of votes equal to the number of shares of Common Stock issuable upon conversion
  of the Series B Shares.  The holders of the Series B Shares are also entitled to
  elect one member of the Board of Directors.
  
       Liquidation Preference.  Upon any liquidation, dissolution or winding up of
  the affairs of the Company, the holder of each Series B Share shall be entitled
  to be paid $300 per share (the "Series B Preference Amount").  If the assets of
  the Company upon such event are insufficient to make such payment in full, then
  the holders of Series B Shares shall be entitled to pro rata distribution of all
  the assets of the Company.  After payment in full of the liquidation preference
  to the holders of Series B Shares, such holders are entitled to no further
  distributions.
  
       Dividends.  The Series B Shares are entitled to dividends at an annual rate
  of 6% of the Series B Preference Amount.  The payment of such amounts may be
  deferred until the Company completes an initial underwriting public offering, is
  sold or until March 31, 2004.
  
       Conversion.  Each Series B Shares is initially convertible into 100 shares
  of Common Stock at the election of the holder thereof.  All Series B Shares are
  subject to conversion on the closing of an underwritten public offering with
  gross proceeds of $25 million or more at a per share price of $6 or more or the
  approval of the holders of 67% of the Series B Shares.
  
       Adjustments to Conversion Rate.  The Conversion Rate is subject to
  proportional adjustment upon any stock split, stock dividend or other similar
  change to the capital stock of the Company and certain other adjustments upon
  future issuances of Common Stock or rights to acquire Common Stock at a price
  less than $3 per share.
  
       Redemption.  In the event of certain defaults by the Company or if the
  Series B Shares have not been converted after five years, the holders of the
  Series B Shares have the right to require the Company to redeem the Series B
  Shares.
  
       Fundamental Changes. Certain corporate actions, as more fully defined in
  the Company's Restated Articles of Incorporation, require the approval of the
  holders of 67% of the Series B Shares.
  
                                         2
  Registration Rights.  The Company is obligated to promptly (and in any
  event within 120 days of the first sale of the Series B Shares) file a
  registration statement (the "Registration Statement") with the Securities and
  Exchange Commission (the "SEC") to cover the resale of the Company's Common
  Stock issuable upon the conversion of the Series B Shares.
  
  Effect on Rights of Existing Security Holders
  
       There is no change to the rights, preferences or privileges of the holders
  of the Company's Common Stock as a result of the transactions which are the
  subject of the Financing Agreements.  However, in addition to the dilutive
  impact of the issuance of additional shares of capital stock, the Series B
  Shares have a liquidation preference which entitles the holders thereof to
  receive payment upon any dissolution or liquidation of the Company in preference
  to the holders of Common Stock.
  
  Item 7.  Exhibits.
  
        (a)  Financial statements of business acquired.
             
                   Not applicable.
  
       (b)   Pro forma financial information.
             
                  Not applicable.
  
       (c)   Exhibits.
  
             Exhibit No.                         Description
             -----------       --------------------------------------------------
  
                3.1            Restated Articles of Incorporation
  
               10.1            Investor Rights Agreement dated March 23, 1999
  
                                         3
  SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Company has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                      GOODNOISE CORPORATION
  
  Date:  April 2, 1999                By: /s/ Joseph Howell
                                         --------------------------------------
                                         Joseph Howell, Chief Financial Officer
  
                                         4
  EXHIBIT INDEX
  
    Exhibit No.                          Description
   -------------    ---------------------------------------------------------
  
  3.1               Restated Articles of Incorporation
  
  10.1              Investor Rights Agreement dated March 23, 1999