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): December 3, 2001
  
                                     ----------
  
                                     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.)
  
  <PAGE>
  
  ITEM 5.  OTHER EVENTS
  
           A copy of the Combination Agreement between Roxio, Inc., a Delaware
  corporation (the "Company") and MGI Software Corp., an Ontario corporation
  ("MGI"), dated December 3, 2001 is filed as Exhibit 2.1 to this Current Report
  and is incorporated herein by reference.
  
           A copy of the press release issued by the Company and MGI on December
  4, 2001 is filed as Exhibit 99.1 to this Current Report and is incorporated
  herein by reference.
  
  ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
  
  (c) Exhibits
  
  2.1      Combination Agreement between the Company and MGI, dated December 3,
           2001.
  
  99.1     Press Release issued by the Company and MGI on December 4, 2001.
  
  
                                     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: December 3, 2001
  
                                    Roxio, Inc.
                                    (Registrant)
  
  
                                    By:      /s/R. Elliot Carpenter
                                          ---------------------------
  
                                    Name:   R. Elliot Carpenter
  
                                    Title:  Chief Financial Officer
  
                                         2
  
  <PAGE>
  
                                    EXHIBIT INDEX
  
  Exhibit No.            Description of Exhibit
  -----------            ----------------------
  
  2.1                    Combination Agreement between the Company and MGI, dated
                         December 3, 2001.
  
  99.1                   Press Release issued by the Company and MGI on December
                         4, 2001.
  
                                         3
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "d8k.txt", "description": "FORM 8-K", "secsgml_size_bytes": 3099}]
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": "1808214"}, "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): December 3, 2001
  
                                     ----------
  
                                     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 5.  OTHER EVENTS
  
           A copy of the Combination Agreement between Roxio, Inc., a Delaware
  corporation (the "Company") and MGI Software Corp., an Ontario corporation
  ("MGI"), dated December 3, 2001 is filed as Exhibit 2.1 to this Current Report
  and is incorporated herein by reference.
  
           A copy of the press release issued by the Company and MGI on December
  4, 2001 is filed as Exhibit 99.1 to this Current Report and is incorporated
  herein by reference.
  
  ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
  
  (c) Exhibits
  
  2.1      Combination Agreement between the Company and MGI, dated December 3,
           2001.
  
  99.1     Press Release issued by the Company and MGI on December 4, 2001.
  
                                     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: December 3, 2001
  
                                    Roxio, Inc.
                                    (Registrant)
  
                                    By:      /s/R. Elliot Carpenter
                                          ---------------------------
  
                                    Name:   R. Elliot Carpenter
  
                                    Title:  Chief Financial Officer
  
                                         2
  EXHIBIT INDEX
  
  Exhibit No.            Description of Exhibit
  -----------            ----------------------
  
  2.1                    Combination Agreement between the Company and MGI, dated
                         December 3, 2001.
  
  99.1                   Press Release issued by the Company and MGI on December
                         4, 2001.
  
                                         3