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):  October 28, 1998
  
  
  ________________________________________________________________________________
  
                               GoodNoise Corporation
                (Exact name of registrant 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)
  
   
  Registrant'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 October 28, 1998, the Registrant completed the initial closing (the
  "Initial Closing") of a privately placed equity financing. The agreements (the
  "Financing Agreements") with the investor (the "Investor") contemplate several
  closings of sales of Series A Preferred Stock (the "Series A Shares") and
  warrants to purchase Common Stock (the "Warrants") which closings are subject to
  various conditions. At the Initial Closing, the Registrant raised proceeds of
  approximately $0.5 million through the sale of 500 Series A Shares and Warrants
  to purchase 100,000 shares of the Registrant's Common Stock. Each Series A Share
  is initially convertible, at the option of its holder, into shares of Common
  Stock of the Registrant based upon a conversion price equal to the lower of 85%
  of the average of the four lowest closing prices of the Registrant's Common
  Stock during the twenty trading days before the conversion date or $7.91. The
  Warrants have an initial exercise price of $7.10 per share. Subject to various
  conditions, the Financing Agreements provide for the issuance of an additional
  500 Series A Shares and Warrants to purchase 100,000 shares of the Registrant's
  Common Stock. The Series A Shares and Warrants issued upon exercise of the
  Investor Call Option will have the same terms and rights as the Series A Shares
  and Warrants issued at the Initial Closing except that the Warrant exercise
  price will be based upon the market price of the Registrant's Common Stock at
  the time of the issuance of such Warrant.
  
       Subject to various additional conditions, the Investor has the right to
  require that the Registrant sell to it additional Series A Shares and Warrants
  ("Investor Call Option"). The maximum number of additional Series A Shares which
  the Investor may require that the Registrant sell to it under the Investor Call
  Option is 1,000 Series A Shares, for a purchase price of $1 million, and the
  number of shares subject to additional Warrants would be 200,000. The Series A
  Shares and Warrants issued upon exercise of the Investor Call Option will have
  the same terms and rights as the Series A Shares and Warrants issued at the
  Initial Closing except that the Warrant exercise price will be based upon the
  market price of the Registrant's Common Stock at the time of the issuance of
  such Warrant.
  
  TERMS OF THE SERIES A SHARES
  
       The following is a summary of the rights, preferences and privileges of the
  Series A Shares and the rights granted pursuant to the Financing Agreements:
  
       Dividends.  The Series A Shares are not entitled to any preference with
  respect to dividend payments.
  
       Voting Rights.  The holders of the Series A Shares have no voting rights
  except as required by law.
  
       Liquidation Preference.  Upon any liquidation, dissolution or winding up of
  the affairs of the Registrant, the holder of each Series A Share shall be
  entitled to be paid $1,000 per share (the amount initially paid for such shares)
  plus an amount calculated at the rate of six percent per annum of such price per
  share. If the assets of the Registrant upon such event are insufficient to make
  such payment in full, then the holders of Series A Shares shall be entitled to
  pro rata 
  
                                         2
  <PAGE>
  
  distribution of all the assets of the Registrant. After payment in full of the
  liquidation preference to the holders of Series A Shares, such holders are
  entitled to no further distributions.
  
       Conversion.  The Series A Shares are convertible into shares of Common
  Stock at the election of the holder of such Series A Shares at a price (the
  "Conversion Rate") equal to the lower of (i) $7.91, (ii) 110% the closing price
  on the day 180 days following October 28, 1998 or (iii) the market price when a
  holder of Series A Shares delivers notice of his election to convert such
  shares.  "Market price" is generally determined by the average of the four
  lowest closing prices for the 20 trading days prior to the applicable date.
  
       Any Series A Shares outstanding three years after the date such shares were
  initially issued automatically convert into shares of the Registrant's Common
  Stock at the then applicable Conversion Rate.
  
       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 Registrant and certain other adjustments upon
  future issuances of Common Stock or rights to acquire Common Stock at a price
  less than the then applicable Conversion Rate.
  
       Redemption.  Under certain circumstances the Company has the right to
  redeem the Series A Shares.  Under certain other circumstances the Investor has
  the right to require the Company to redeem the Series A Shares.
  
       Registration Rights.  The Registrant is obligated to promptly (and in any
  event prior to December 12, 1998) file a registration statement (the
  "Registration Statement") with the Securities and Exchange Commission (the
  "SEC") to cover the resale of the Registrant's Common Stock issuable upon the
  conversion of the Series A Shares and exercise of the Warrants as well as
  subsequently issuable Series A Shares and Warrants. The Registrant is obligated
  to use its reasonable best efforts to have the Registration Statement declared
  effective by the SEC and remain effective until the Registrant's Common Stock
  subject to the Registration Statement may otherwise be freely traded without
  registration. The Registrant is also obligated to list such shares on the OTC
  Bulletin Board and to take certain actions to comply with applicable state
  securities laws and regulations.
  
  TERMS OF THE WARRANTS
  
       For each Series A Share purchased by an Investor, the Registrant is
  obligated to grant to such Investor Warrants to purchase 100 shares of the
  Registrant's Common Stock. The Warrants have a four year term and an exercise
  price equal to the equal to the lower of (i) the closing price the day prior to
  the date of issuance of such warrant or (ii) the closing price on the day six
  months following the original date of issuance of such share. The exercise price
  of the Warrants is subject to customary adjustments on stock splits, stock
  dividends, any merger or acquisition involving the Registrant and similar
  transactions, such as to permit the Investors to receive upon exercise of the
  Warrants that which they would have received had they exercised the Warrants
  immediately prior to any such transaction. The exercise price of the Warrants is
  also subject to 
  
                                         3
  <PAGE>
   
  certain other adjustments upon future issuances of Common Stock or rights to
  acquire Common Stock at a price less than the then applicable exercise price.
  
  EFFECT ON RIGHTS OF EXISTING SECURITY HOLDERS
  
       There is no change to the rights, preferences or privileges of the holders
  of the Registrant'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 A Shares have
  a liquidation preference which entitles the holders thereof to receive payment
  upon any dissolution or liquidation of the Registrant 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         Articles of Amendment for Series A Preferred Stock  
                                                                               
              10.1         Securities Purchase Agreement dated October 28, 1998
                                                                               
              10.2         Registration Rights Agreement dated October 28, 1998
                                                                               
              10.3         Form of Warrant                                      
  
  
                                    SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                         GOODNOISE CORPORATION
  
  Date:  October 29, 1998                By: /s/ Joseph Howell
                                            --------------------------------------
                                            Joseph Howell, Chief Financial Officer
  
                                         4
  <PAGE>
  
                                   EXHIBIT INDEX
  
    Exhibit No.                                Description
  --------------      ------------------------------------------------------------
  
       3.1            Articles of Amendment for Series A Preferred Stock
  
      10.1            Securities Purchase Agreement dated October 28, 1998
  
      10.2            Registration Rights Agreement dated October 28, 1998
  
      10.3            Form of Warrant
  
                                         5
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metadata_filer: {"company-data": {"conformed-name": "GOODNOISE CORP", "cik": "0001065013", "assigned-sic": "3669"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-24671", "film-number": "98736176"}, "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):  October 28, 1998
  
  ________________________________________________________________________________
  
                               GoodNoise Corporation
                (Exact name of registrant 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)
  
   
  Registrant'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 October 28, 1998, the Registrant completed the initial closing (the
  "Initial Closing") of a privately placed equity financing. The agreements (the
  "Financing Agreements") with the investor (the "Investor") contemplate several
  closings of sales of Series A Preferred Stock (the "Series A Shares") and
  warrants to purchase Common Stock (the "Warrants") which closings are subject to
  various conditions. At the Initial Closing, the Registrant raised proceeds of
  approximately $0.5 million through the sale of 500 Series A Shares and Warrants
  to purchase 100,000 shares of the Registrant's Common Stock. Each Series A Share
  is initially convertible, at the option of its holder, into shares of Common
  Stock of the Registrant based upon a conversion price equal to the lower of 85%
  of the average of the four lowest closing prices of the Registrant's Common
  Stock during the twenty trading days before the conversion date or $7.91. The
  Warrants have an initial exercise price of $7.10 per share. Subject to various
  conditions, the Financing Agreements provide for the issuance of an additional
  500 Series A Shares and Warrants to purchase 100,000 shares of the Registrant's
  Common Stock. The Series A Shares and Warrants issued upon exercise of the
  Investor Call Option will have the same terms and rights as the Series A Shares
  and Warrants issued at the Initial Closing except that the Warrant exercise
  price will be based upon the market price of the Registrant's Common Stock at
  the time of the issuance of such Warrant.
  
       Subject to various additional conditions, the Investor has the right to
  require that the Registrant sell to it additional Series A Shares and Warrants
  ("Investor Call Option"). The maximum number of additional Series A Shares which
  the Investor may require that the Registrant sell to it under the Investor Call
  Option is 1,000 Series A Shares, for a purchase price of $1 million, and the
  number of shares subject to additional Warrants would be 200,000. The Series A
  Shares and Warrants issued upon exercise of the Investor Call Option will have
  the same terms and rights as the Series A Shares and Warrants issued at the
  Initial Closing except that the Warrant exercise price will be based upon the
  market price of the Registrant's Common Stock at the time of the issuance of
  such Warrant.
  
  TERMS OF THE SERIES A SHARES
  
       The following is a summary of the rights, preferences and privileges of the
  Series A Shares and the rights granted pursuant to the Financing Agreements:
  
       Dividends.  The Series A Shares are not entitled to any preference with
  respect to dividend payments.
  
       Voting Rights.  The holders of the Series A Shares have no voting rights
  except as required by law.
  
       Liquidation Preference.  Upon any liquidation, dissolution or winding up of
  the affairs of the Registrant, the holder of each Series A Share shall be
  entitled to be paid $1,000 per share (the amount initially paid for such shares)
  plus an amount calculated at the rate of six percent per annum of such price per
  share. If the assets of the Registrant upon such event are insufficient to make
  such payment in full, then the holders of Series A Shares shall be entitled to
  pro rata 
  
                                         2
  distribution of all the assets of the Registrant. After payment in full of the
  liquidation preference to the holders of Series A Shares, such holders are
  entitled to no further distributions.
  
       Conversion.  The Series A Shares are convertible into shares of Common
  Stock at the election of the holder of such Series A Shares at a price (the
  "Conversion Rate") equal to the lower of (i) $7.91, (ii) 110% the closing price
  on the day 180 days following October 28, 1998 or (iii) the market price when a
  holder of Series A Shares delivers notice of his election to convert such
  shares.  "Market price" is generally determined by the average of the four
  lowest closing prices for the 20 trading days prior to the applicable date.
  
       Any Series A Shares outstanding three years after the date such shares were
  initially issued automatically convert into shares of the Registrant's Common
  Stock at the then applicable Conversion Rate.
  
       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 Registrant and certain other adjustments upon
  future issuances of Common Stock or rights to acquire Common Stock at a price
  less than the then applicable Conversion Rate.
  
       Redemption.  Under certain circumstances the Company has the right to
  redeem the Series A Shares.  Under certain other circumstances the Investor has
  the right to require the Company to redeem the Series A Shares.
  
       Registration Rights.  The Registrant is obligated to promptly (and in any
  event prior to December 12, 1998) file a registration statement (the
  "Registration Statement") with the Securities and Exchange Commission (the
  "SEC") to cover the resale of the Registrant's Common Stock issuable upon the
  conversion of the Series A Shares and exercise of the Warrants as well as
  subsequently issuable Series A Shares and Warrants. The Registrant is obligated
  to use its reasonable best efforts to have the Registration Statement declared
  effective by the SEC and remain effective until the Registrant's Common Stock
  subject to the Registration Statement may otherwise be freely traded without
  registration. The Registrant is also obligated to list such shares on the OTC
  Bulletin Board and to take certain actions to comply with applicable state
  securities laws and regulations.
  
  TERMS OF THE WARRANTS
  
       For each Series A Share purchased by an Investor, the Registrant is
  obligated to grant to such Investor Warrants to purchase 100 shares of the
  Registrant's Common Stock. The Warrants have a four year term and an exercise
  price equal to the equal to the lower of (i) the closing price the day prior to
  the date of issuance of such warrant or (ii) the closing price on the day six
  months following the original date of issuance of such share. The exercise price
  of the Warrants is subject to customary adjustments on stock splits, stock
  dividends, any merger or acquisition involving the Registrant and similar
  transactions, such as to permit the Investors to receive upon exercise of the
  Warrants that which they would have received had they exercised the Warrants
  immediately prior to any such transaction. The exercise price of the Warrants is
  also subject to 
  
                                         3
  certain other adjustments upon future issuances of Common Stock or rights to
  acquire Common Stock at a price less than the then applicable exercise price.
  
  EFFECT ON RIGHTS OF EXISTING SECURITY HOLDERS
  
       There is no change to the rights, preferences or privileges of the holders
  of the Registrant'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 A Shares have
  a liquidation preference which entitles the holders thereof to receive payment
  upon any dissolution or liquidation of the Registrant 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         Articles of Amendment for Series A Preferred Stock  
                                                                               
              10.1         Securities Purchase Agreement dated October 28, 1998
                                                                               
              10.2         Registration Rights Agreement dated October 28, 1998
                                                                               
              10.3         Form of Warrant                                      
  
                                    SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                         GOODNOISE CORPORATION
  
  Date:  October 29, 1998                By: /s/ Joseph Howell
                                            --------------------------------------
                                            Joseph Howell, Chief Financial Officer
  
                                         4
  EXHIBIT INDEX
  
    Exhibit No.                                Description
  --------------      ------------------------------------------------------------
  
       3.1            Articles of Amendment for Series A Preferred Stock
  
      10.1            Securities Purchase Agreement dated October 28, 1998
  
      10.2            Registration Rights Agreement dated October 28, 1998
  
      10.3            Form of Warrant
  
                                         5