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): January 30, 2002
  
                                   -------------
  
                                     ROXIO, INC.
               (Exact name of registrant as specified in its charter)
  
  <TABLE>
  <CAPTION>
  <S>                               <C>                       <C>
                 Delaware                                000-32373                             77-0551214
       (State or other jurisdiction                (Commission File No.)                    (I.R.S. Employer
             of incorporation)                                                            Identification Number
  </TABLE>
  
                            461 South Milpitas Boulevard
                             Milpitas, California 95035
                      (Address of principal executive offices)
  
         Registrant's telephone number, including area code: (408) 635-7694
  
                                   Not Applicable
           (Former name or former address, if changed since last report.)
  
  <PAGE>
  
  ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
  
       Roxio, Inc., a Delaware corporation (the "Company"), through a wholly-owned
  indirect subsidiary, completed the acquisition of MGI Software Corp., an Ontario
  corporation (the "Target"), on January 31, 2002. Pursuant to the terms of the
  agreement between the parties, the former shareholders of the Target received
  0.05050 shares of common stock of the Company for every one common share of the
  Target, or a total of 2,203,451 shares. A copy of the press release issued by
  the Company on February 1, 2002 is filed as Exhibit 99.1 to this Current Report
  and is incorporated herein by reference.
  
       In connection with the acquisition of the Target, the Company, through its
  wholly-owned subsidiary, Roxio CI Ltd., a Cayman Islands corporation ("Roxio
  CI"), purchased certain technology and assets of the Target on January 30, 2002.
  A copy of the purchase agreement between Roxio CI and the Target, dated January
  30, 2002 (the "Purchase Agreement") is filed as Exhibit 2.1 to this Current
  Report and is incorporated herein by reference. Pursuant to the terms of the
  Purchase Agreement, the Target received a promissory note from Roxio CI in the
  amount of $11,600,000 in exchange for the technology and assets identified in
  the Purchase Agreement.
  
  ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
  
  (a)  Financial statements of business acquired.
  
       The Company intends to provide the financial statements of the Target for
  the periods specified in Rule 3-05(b) of Regulation S-X, together with a
  manually signed accountant's report pursuant to Rule 2-02 of Regulation S-X,
  under cover of a Form 8-K/A within the time specified for such filing by Item
  7(a)(4) of this form.
  
  (b)  Pro forma financial information.
  
       Pro forma financial information will be filed as required by Article 11 of
  Regulation S-X, under cover of a Form 8-K/A within the time specified for such
  filing by Item 7(b)(2) of this form.
  
  (c)  Exhibits.
  
  2.1  Purchase Agreement between Roxio CI and the Target, dated January 30, 2002.
  
  99.1 Press Release issued by the Company on February 1, 2002.
  
                                         2
  
  <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.
  
  Date: February 11, 2002
                                              Roxio, Inc. (Registrant)
  
                                              By:    /s/ William E. Growney, Jr.
                                                     -----------------------------
  
                                              Name:  William E. Growney, Jr.
  
                                              Title: Secretary
  
                                         3
  
  <PAGE>
  
                                    EXHIBIT INDEX
  
  Exhibit
    No.            Description of Exhibit
  -------          ----------------------
    2.1            Purchase Agreement between Roxio CI and the Target, dated
                   January 30, 2002.
  
   99.1            Press Release issued by the Company on February 1, 2002.
  
  
  
  
                                         4
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metadata_filer: {"company-data": {"conformed-name": "ROXIO INC", "cik": "0001122787", "assigned-sic": "7372", "irs-number": "770551214", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-32373", "film-number": "02539150"}, "business-address": {"street1": "461 S MILPITAS BLVD", "city": "MILPITAS", "state": "CA", "zip": "95035", "phone": "4089572553"}, "mail-address": {"street1": "461 MILPITAS BLVD", "city": "MILPITAS", "state": "CA", "zip": "95035"}}
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): January 30, 2002
  
                                   -------------
  
                                     ROXIO, INC.
               (Exact name of registrant as specified in its charter)
  Delaware                                000-32373                             77-0551214
       (State or other jurisdiction                (Commission File No.)                    (I.R.S. Employer
             of incorporation)                                                            Identification Number
  461 South Milpitas Boulevard
                             Milpitas, California 95035
                      (Address of principal executive offices)
  
         Registrant's telephone number, including area code: (408) 635-7694
  
                                   Not Applicable
           (Former name or former address, if changed since last report.)
  ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
  
       Roxio, Inc., a Delaware corporation (the "Company"), through a wholly-owned
  indirect subsidiary, completed the acquisition of MGI Software Corp., an Ontario
  corporation (the "Target"), on January 31, 2002. Pursuant to the terms of the
  agreement between the parties, the former shareholders of the Target received
  0.05050 shares of common stock of the Company for every one common share of the
  Target, or a total of 2,203,451 shares. A copy of the press release issued by
  the Company on February 1, 2002 is filed as Exhibit 99.1 to this Current Report
  and is incorporated herein by reference.
  
       In connection with the acquisition of the Target, the Company, through its
  wholly-owned subsidiary, Roxio CI Ltd., a Cayman Islands corporation ("Roxio
  CI"), purchased certain technology and assets of the Target on January 30, 2002.
  A copy of the purchase agreement between Roxio CI and the Target, dated January
  30, 2002 (the "Purchase Agreement") is filed as Exhibit 2.1 to this Current
  Report and is incorporated herein by reference. Pursuant to the terms of the
  Purchase Agreement, the Target received a promissory note from Roxio CI in the
  amount of $11,600,000 in exchange for the technology and assets identified in
  the Purchase Agreement.
  
  ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
  
  (a)  Financial statements of business acquired.
  
       The Company intends to provide the financial statements of the Target for
  the periods specified in Rule 3-05(b) of Regulation S-X, together with a
  manually signed accountant's report pursuant to Rule 2-02 of Regulation S-X,
  under cover of a Form 8-K/A within the time specified for such filing by Item
  7(a)(4) of this form.
  
  (b)  Pro forma financial information.
  
       Pro forma financial information will be filed as required by Article 11 of
  Regulation S-X, under cover of a Form 8-K/A within the time specified for such
  filing by Item 7(b)(2) of this form.
  
  (c)  Exhibits.
  
  2.1  Purchase Agreement between Roxio CI and the Target, dated January 30, 2002.
  
  99.1 Press Release issued by the Company on February 1, 2002.
  
                                         2
  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.
  
  Date: February 11, 2002
                                              Roxio, Inc. (Registrant)
  
                                              By:    /s/ William E. Growney, Jr.
                                                     -----------------------------
  
                                              Name:  William E. Growney, Jr.
  
                                              Title: Secretary
  
                                         3
  EXHIBIT INDEX
  
  Exhibit
    No.            Description of Exhibit
  -------          ----------------------
    2.1            Purchase Agreement between Roxio CI and the Target, dated
                   January 30, 2002.
  
   99.1            Press Release issued by the Company on February 1, 2002.
  
                                         4