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): April 6, 2001
  
                                  EMusic.com Inc.
              (Exact name of registrant as specified in its charter)
  
  
           Delaware                        0-24671                  65-0207877
  (State or other jurisdiction of    (Commission File Number)     (IRS Employer
        incorporation)                                         Identification No.)
  
  
         1991 Broadway, 2nd Floor
         Redwood City, California                            94063
  (Address of principal executive offices)                 (Zip Code)
  
                                  (650) 216-0200
               (Registrant's telephone number, including area code)
  <PAGE>
  
                       INFORMATION TO BE INCLUDED IN REPORT
  
  Item 5.  Other Events.
  
  On April 6, 2001, EMusic.com Inc. entered into an Agreement and Plan of Merger
  with Universal Music Group, Inc. and Universal Acquisition Corp.  A copy of the
  agreement is attached hereto as Exhibit 2.1. Concurrently with the execution of
  the Agreement and Plan of Merger, EMusic's directors and current and certain
  former executive officers entered into Stockholders Agreements in the form
  attached hereto as Exhibit 2.2.
  
  For further information, reference is made to the following exhibits, the
  contents of which are incorporated by reference herein: (i) Agreement and Plan
  of Merger referred to above; (ii) Form of Stockholders Agreement referred to
  above; and (iii) press release issued by EMusic on April 9, 2001 announcing the
  signing of a definitive merger agreement.
  
  Also included herein for completeness, and filed herewith as an exhibit
  incorporated by reference herein, is a press release issued by EMusic on April
  5, 2001, announcing a letter of intent contemplating the transaction provided
  for in the definitive merger agreement, the status of EMusic's NASDAQ listing
  and EMusic's preliminary financial results for the third quarter.
  
  EMusic security holders and any potential investors in EMusic are advised to
  carefully read the tender offer statement on Schedule TO, the
  solicitation/recommendation statement on Schedule 14D-9 and any other documents
  EMusic or Universal Music Group files with the Securities and Exchange
  Commission in connection with the proposed tender offer or merger when they
  become available because they will contain important information about the
  proposed transaction. Investors and security holders may obtain free copies of
  these documents (when available) and other documents filed by EMusic at the
  SEC's website at www.sec.gov. These documents (when available) may also be
                   -----------
  obtained for free via e-mail by contacting EMusic at investor@emusic.com.
  
  Item 7.  Exhibits
  
   2.1  Agreement and Plan of Merger, dated as of April 6, 2001, by and among
        Universal Music Group, Inc., Universal Acquisition Corp. and EMusic.com
        Inc.
  
   2.2  Form of Stockholders Agreement
  
  99.1  Press release dated April 9, 2001
  
  99.2  Press release dated April 5, 2001
  <PAGE>
  
                                    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.
  
                                                                EMusic.com Inc.
  
  
  Date:  April 10, 2001                         By: /s/ Emily Rupp
                                                    ___________________________
                                                    Emily Rupp
                                                    Vice President and
                                                    Chief Financial Officer
  <PAGE>
  
                                   EXHIBIT INDEX
                                   -------------
  
  
  Exhibit No.      Description
  -----------      -----------
  
       2.1         Agreement and Plan of Merger, dated as of April 6, 2001, by and
                   among Universal Music Group, Inc., Universal Acquisition Corp.
                   and EMusic.com Inc.
  
       2.2         Form of Stockholders Agreement
  
      99.1         Press release dated April 9, 2001
  
      99.2         Press release dated April 5, 2001
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "d8k.txt", "description": "FORM 8-K", "secsgml_size_bytes": 4596}]
metadata_filer: {"company-data": {"conformed-name": "EMUSIC COM INC", "cik": "0001065013", "assigned-sic": "3652", "irs-number": "650207877", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-24671", "film-number": "1599221"}, "business-address": {"street1": "1991 BROADWAY", "street2": "2ND FLOOR", "city": "REDWOOD CITY", "state": "CA", "zip": "94063", "phone": "6502160200"}, "mail-address": {"street1": "1991 BROADWAY", "street2": "2ND FLOOR", "city": "REDWOOD CITY", "state": "CA", "zip": "94063"}, "former-company": {"former-conformed-name": "GOODNOISE CORP", "date-changed": "19980626"}}
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): April 6, 2001
  
                                  EMusic.com Inc.
              (Exact name of registrant as specified in its charter)
  
           Delaware                        0-24671                  65-0207877
  (State or other jurisdiction of    (Commission File Number)     (IRS Employer
        incorporation)                                         Identification No.)
  
         1991 Broadway, 2nd Floor
         Redwood City, California                            94063
  (Address of principal executive offices)                 (Zip Code)
  
                                  (650) 216-0200
               (Registrant's telephone number, including area code)
  INFORMATION TO BE INCLUDED IN REPORT
  
  Item 5.  Other Events.
  
  On April 6, 2001, EMusic.com Inc. entered into an Agreement and Plan of Merger
  with Universal Music Group, Inc. and Universal Acquisition Corp.  A copy of the
  agreement is attached hereto as Exhibit 2.1. Concurrently with the execution of
  the Agreement and Plan of Merger, EMusic's directors and current and certain
  former executive officers entered into Stockholders Agreements in the form
  attached hereto as Exhibit 2.2.
  
  For further information, reference is made to the following exhibits, the
  contents of which are incorporated by reference herein: (i) Agreement and Plan
  of Merger referred to above; (ii) Form of Stockholders Agreement referred to
  above; and (iii) press release issued by EMusic on April 9, 2001 announcing the
  signing of a definitive merger agreement.
  
  Also included herein for completeness, and filed herewith as an exhibit
  incorporated by reference herein, is a press release issued by EMusic on April
  5, 2001, announcing a letter of intent contemplating the transaction provided
  for in the definitive merger agreement, the status of EMusic's NASDAQ listing
  and EMusic's preliminary financial results for the third quarter.
  
  EMusic security holders and any potential investors in EMusic are advised to
  carefully read the tender offer statement on Schedule TO, the
  solicitation/recommendation statement on Schedule 14D-9 and any other documents
  EMusic or Universal Music Group files with the Securities and Exchange
  Commission in connection with the proposed tender offer or merger when they
  become available because they will contain important information about the
  proposed transaction. Investors and security holders may obtain free copies of
  these documents (when available) and other documents filed by EMusic at the
  SEC's website at www.sec.gov. These documents (when available) may also be
                   -----------
  obtained for free via e-mail by contacting EMusic at investor@emusic.com.
  
  Item 7.  Exhibits
  
   2.1  Agreement and Plan of Merger, dated as of April 6, 2001, by and among
        Universal Music Group, Inc., Universal Acquisition Corp. and EMusic.com
        Inc.
  
   2.2  Form of Stockholders Agreement
  
  99.1  Press release dated April 9, 2001
  
  99.2  Press release dated April 5, 2001
  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.
  
                                                                EMusic.com Inc.
  
  Date:  April 10, 2001                         By: /s/ Emily Rupp
                                                    ___________________________
                                                    Emily Rupp
                                                    Vice President and
                                                    Chief Financial Officer
  EXHIBIT INDEX
                                   -------------
  
  Exhibit No.      Description
  -----------      -----------
  
       2.1         Agreement and Plan of Merger, dated as of April 6, 2001, by and
                   among Universal Music Group, Inc., Universal Acquisition Corp.
                   and EMusic.com Inc.
  
       2.2         Form of Stockholders Agreement
  
      99.1         Press release dated April 9, 2001
  
      99.2         Press release dated April 5, 2001