content: <PAGE>
  
                                   UNITED STATES
                        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) July 23, 1999
  
                                  EMUSIC.COM INC.
              (Exact name of registrant as specified in its charter)
  
                               ____________________
  <TABLE>
  <S>                                     <C>                           <C>
           Delaware                             0-24671                                94-3290594
  (State or other jurisdiction of         (Commission File Number)      (IRS Employer Identification No.)
         incorporation)
  </TABLE>
  
                             1991 Broadway, Suite 200
                          Redwood City, California  94063
                (Address of principal executive offices) (Zip Code)
  
  
        Registrant's telephone number, including area code   (650) 216-0200
  
  
                               GOODNOISE CORPORATION
           (Former name or former address, if changed since last report)
  <PAGE>
  
  Item 5.  Other Matters
  
       Effective July 22, 1999 (the "Reincorporation Effective Date"), the
  Registrant has changed its state of incorporation from Florida to Delaware. This
  change in the Registrants's state of incorporation was approved by the holders
  of a majority of the Registrant's outstanding shares of Common Stock and Series
  B Preferred Stock at the Registrant's special meeting held on July 16, 1999. At
  the time of reincorporation in the State of Delaware, the Registrant merged into
  its wholly-owned subsidiary and is continuing its business as a Delaware
  corporation. The reincorporation will not result in any change in the
  Registrant's business, assets or liabilities, will not cause the Registrant's
  corporate headquarters to be moved and will not result in any relocation of
  management or other employees. Shareholders of the Registrant will be instructed
  on the procedures to exchange shares of the Florida corporation into shares of
  the Delaware corporation. As of the Reincorporation Effective Date, certificates
  for shares of Common Stock and Series B Preferred Stock of the Florida
  Corporation will automatically represent an equal number of corresponding
  shares in the Delaware company.
  
       In connection with the reincorporation, the Registrant has changed its name
  from GoodNoise Corporation to EMusic.com Inc.  This change in the Registrant's
  name was approved by the holders of a majority of the Registrant's outstanding
  shares of Common Stock and Series B Preferred Stock at the Registrant's special
  meeting held on July 16, 1999.
  
  Item 7.  Exhibits
  
  Exhibit No.         Description
  -----------         -----------
  
  2.1                 Agreement and Plan of Merger dated July 21, 1999 by and
                      between EMusic.com Inc., a Florida corporation, and
                      EMusic.com Inc., a Delaware corporation.
  
  2.2                 Amended and Restated Certificate of Incorporation of
                      EMusic.com Inc. dated July 16, 1999
  <PAGE>
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, as
  amended, the Registrant has duly caused this report to be signed on its behalf
  by the undersigned hereunto duly authorized.
  
                                          EMUSIC.COM INC.
  
  
  Date:  July 23, 1999                    By: /s/ Joseph Howell
                                              ------------------------------------
                                              Joseph Howell
                                              Executive Vice President and
                                              Chief Financial Officer
  <PAGE>
  
                                   EXHIBIT INDEX
                                   -------------
  
  
  Exhibit No.         Description
  -----------         -----------
  
  2.1                 Agreement and Plan of Merger dated July 21, 1999 by and
                      between EMusic.com Inc., a Florida corporation, and
                      EMusic.com Inc., a Delaware corporation.
  
  2.2                 Amended and Restated Certificate of Incorporation of
                      EMusic.com Inc. dated July 16, 1999
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 4470}]
metadata_filer: {"company-data": {"conformed-name": "GOODNOISE CORP", "cik": "0001065013", "assigned-sic": "3669", "irs-number": "650207877", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-24671", "film-number": "99669108"}, "business-address": {"street1": "1919 BROADWAY", "street2": "SUITE 200", "city": "REDWOOD CITY", "state": "CA", "zip": "94063", "phone": "6505569733"}, "mail-address": {"street1": "719 COLORADO AVENUE", "city": "PALO ALTO", "state": "CA", "zip": "94303"}}
text: UNITED STATES
                        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) July 23, 1999
  
                                  EMUSIC.COM INC.
              (Exact name of registrant as specified in its charter)
  
                               ____________________
  Delaware                             0-24671                                94-3290594
  (State or other jurisdiction of         (Commission File Number)      (IRS Employer Identification No.)
         incorporation)
  1991 Broadway, Suite 200
                          Redwood City, California  94063
                (Address of principal executive offices) (Zip Code)
  
        Registrant's telephone number, including area code   (650) 216-0200
  
                               GOODNOISE CORPORATION
           (Former name or former address, if changed since last report)
  Item 5.  Other Matters
  
       Effective July 22, 1999 (the "Reincorporation Effective Date"), the
  Registrant has changed its state of incorporation from Florida to Delaware. This
  change in the Registrants's state of incorporation was approved by the holders
  of a majority of the Registrant's outstanding shares of Common Stock and Series
  B Preferred Stock at the Registrant's special meeting held on July 16, 1999. At
  the time of reincorporation in the State of Delaware, the Registrant merged into
  its wholly-owned subsidiary and is continuing its business as a Delaware
  corporation. The reincorporation will not result in any change in the
  Registrant's business, assets or liabilities, will not cause the Registrant's
  corporate headquarters to be moved and will not result in any relocation of
  management or other employees. Shareholders of the Registrant will be instructed
  on the procedures to exchange shares of the Florida corporation into shares of
  the Delaware corporation. As of the Reincorporation Effective Date, certificates
  for shares of Common Stock and Series B Preferred Stock of the Florida
  Corporation will automatically represent an equal number of corresponding
  shares in the Delaware company.
  
       In connection with the reincorporation, the Registrant has changed its name
  from GoodNoise Corporation to EMusic.com Inc.  This change in the Registrant's
  name was approved by the holders of a majority of the Registrant's outstanding
  shares of Common Stock and Series B Preferred Stock at the Registrant's special
  meeting held on July 16, 1999.
  
  Item 7.  Exhibits
  
  Exhibit No.         Description
  -----------         -----------
  
  2.1                 Agreement and Plan of Merger dated July 21, 1999 by and
                      between EMusic.com Inc., a Florida corporation, and
                      EMusic.com Inc., a Delaware corporation.
  
  2.2                 Amended and Restated Certificate of Incorporation of
                      EMusic.com Inc. dated July 16, 1999
  SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, as
  amended, the Registrant has duly caused this report to be signed on its behalf
  by the undersigned hereunto duly authorized.
  
                                          EMUSIC.COM INC.
  
  Date:  July 23, 1999                    By: /s/ Joseph Howell
                                              ------------------------------------
                                              Joseph Howell
                                              Executive Vice President and
                                              Chief Financial Officer
  EXHIBIT INDEX
                                   -------------
  
  Exhibit No.         Description
  -----------         -----------
  
  2.1                 Agreement and Plan of Merger dated July 21, 1999 by and
                      between EMusic.com Inc., a Florida corporation, and
                      EMusic.com Inc., a Delaware corporation.
  
  2.2                 Amended and Restated Certificate of Incorporation of
                      EMusic.com Inc. dated July 16, 1999