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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
   FORM 10-K/A (AMENDMENT NO. 2)
   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2003
Commission File Number: 0-29583   Loudeye Corp. (Exact name of registrant as specified in its charter)
 Delaware
    
    91-1908833(State or other jurisdiction
    
    (I.R.S. Employerof incorporation or organization)
    
    Identification No.)1130 Rainier Avenue South, Seattle, WA
    
    98144(Address of principal executive offices)
    
    (Zip Code)
 206-832-4000 
 (Registrants telephone number, including area code)
 Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 Par Value Per Share    Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes  x   No
o Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. o Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes 
o   No
x The aggregate market value of the voting stock held by non-affiliates of the
registrant was approximately $33,337,055 as of June 30, 2003, based upon the
closing sale price on the Nasdaq SmallCap Market reported for such date. Shares
of Common Stock held by each officer and director and by each person who owns
5% or more of the outstanding Common Stock have been excluded in that such
persons may be deemed to be affiliates. This determination of affiliate status
is not necessarily a conclusive determination for other purposes. Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of the latest practicable date. Common
    
    69,906,701(Class)
    
    (Outstanding at May 10, 2004)




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TABLE OF CONTENTS EXPLANATORY NOTEPART IIItem 9A Controls and ProceduresPART IIIItem 11 Executive CompensationPART IVItem 15 Exhibits, Financial Statement Schedules, and Reports on Form 8-KSIGNATURESEXHIBIT 31.1EXHIBIT 31.2
 
 EXPLANATORY NOTE This Amendment No. 2 on Form 10-K/A is being filed by Loudeye Corp. (the
Company) as an amendment to its Annual Report on Form 10-K for the fiscal
year ended December 31, 2003, filed with the Securities and Exchange Commission
on March 22, 2004 (the Original Report) and amended on April 28, 2004
(Amendment No. 1), to (i) correct errors in the information provided in the
Summary Compensation Table for Executive Officers found in Item 11 of Part III
contained in Amendment No. 1 and (ii) complete the list of
exhibits found in Item 15 of Part IV contained in Amendment
No. 1. The Exhibit
Index was complete, and the relevant exhibits have already been filed; however,
the list of exhibits in Item 15 of Part IV was not complete. Except as
otherwise stated herein, no other information contained in the Original Report,
as amended by Amendment No. 1, has been updated by this Amendment No. 2. 
 PART II 
  Item 9A
    Controls and Procedures Our management, with the participation of the our
Chief Executive Officer and Chief Financial Officer, has
evaluated the effectiveness of our disclosure controls and
procedures (as such term is defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended
(the Exchange Act)) as of the end of the period covered by this
report. Based on that evaluation, our Chief Executive
Officer and Chief Financial Officer have concluded that, as of
the end of such period, our disclosure controls and procedures
are effective. There have not been any changes in our internal
control over financial reporting (as such term is defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act)
during our fiscal fourth quarter that have materially affected,
or are reasonably likely to materially affect, our internal
control over financial reporting. Limitations.Our
management, including our Chief Executive Officer and Chief
Financial Officer, does not expect that our disclosure controls
or internal controls over financial reporting will prevent all
errors or all instances of fraud. A control system, no matter
how well designed and operated, can provide only reasonable, not
absolute, assurance that the control systems objectives
will be met. Further, the design of a control system must
reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs.
Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within our
company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty,
and that breakdowns can occur because of simple error or
mistake. Controls can also be circumvented by the individual
acts of some persons, by collusion of two or more people, or by
management override of the controls. The design of any system of
controls is based in part upon certain assumptions about the
likelihood of future events, and any design may not succeed in
achieving its stated goals under all potential future
conditions. Over time, controls may become inadequate because of
changes in conditions or deterioration in the degree of
compliance with policies or procedures. Because of the inherent
limitation of a cost-effective control system, misstatements due
to error or fraud may occur and not be detected. 
 PART III 
 Item 11 Executive Compensation Compensation Arrangements with Directors Each non-employee director currently receives an annual retainer of
$30,000 in connection with his service on the Board, paid in quarterly
installments (but contingent on his attending a specific number of Board
meetings). In addition, all non-employee directors receive a non-statutory
option to purchase 100,000 shares of Common Stock upon initial appointment to
the Board. At each annual meeting of the Companys stockholders, each
non-employee director who will continue serving on the Board following the
meeting, and who has been a director for at least six months prior to the
meeting, receives an option to purchase an additional 25,000 shares of Common
Stock. These options are exercisable for ten years. The shares underlying the
initial grant vest monthly in substantially equal increments over twelve
months, commencing on the grant date. Annual grants also vest monthly in
substantially equal increments over twelve or twenty-four months, commencing on
the grant date. The exercise price of options granted to directors must be at
least 100% of the fair market value of the Common Stock on the date of grant.
The options may be exercised only (a) while the individual is serving as a
director on the Board, (b) within twelve months after termination by death or
disability, or (c) within three months after the individuals term as director
ends. Summary of Compensation of Executive Officers The following Summary Compensation Table sets forth the compensation
during the last three fiscal years of each person who served as Chief Executive
Officer and the four most highly compensated persons other than the Chief
Executive Officer who were serving as executive officers of the Company as of
December 31, 2003 (collectively, the Named Executive Officers): -1-




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Summary Compensation Table Long-Term CompensationAnnual Compensation
    
    Awards
    
    PayoutsOther Annual
    
    Restricted
    
    Securities
    

    LTIP
    
    All OtherName & Principal
    
    Fiscal
    
    Salary
    
    Bonus
    
    Compensation
    
    Stock
    
    Underlying
    
    Payouts
    
    CompensationPosition
    
    Year
    
    ($)(1)
    
    ($)(2)
    
    ($)
    
    Award(s)
    
    Options (#)
    
    ($)
    
    ($)John T. Baker IV(3)
    
    
    2003
    
    
    
    34,185
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Chairman and Chief
    
    
    2002
    
    
    
    287,680
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    650,000
    
    
    
    
    
    
    
    Executive Officer
    
    
    2001
    
    
    
    247,884
    
    
    
    75,000
    
    
    
    
    
    
    
    133,929
    
    
    
    1,200,000
    
    
    
    
    
    
    
    121,438Philip J. Gioia(4)
    
    
    2003
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Chief Executive OfficerJeffrey M. Cavins(5)
    
    
    2003
    
    
    
    269,375
    
    
    
    62,500
    
    
    
    
    
    
    
    
    
    
    
    1,500,000
    
    
    
    
    
    
    
    President, Chief
Executive
Officer and DirectorMichael S. Dougherty
    
    
    2003
    
    
    
    146,875
    
    
    
    64,500
    
    
    
    
    
    
    
    
    
    
    
    250,000
    
    
    
    
    
    
    
    Vice President of
    
    
    2002
    
    
    
    139,515
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    110,000
    
    
    
    
    
    
    
    Corporate Development
    
    
    2001
    
    
    
    127,083
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    115,000
    
    
    
    
    
    
    
    Jerold J. Goade, Jr.
    
    
    2003
    
    
    
    181,018
    
    
    
    67,250
    
    
    
    
    
    
    
    
    
    
    
    350,000
    
    
    
    
    
    
    
    Senior Vice President
    
    
    2002
    
    
    
    122,612
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    187,750
    
    
    
    
    
    
    
    of FinanceMichael H. Harburg(6)
    
    
    2003
    
    
    
    94,792
    
    
    
    37,000
    
    
    
    
    
    
    
    
    
    
    
    124,000
    
    
    
    
    
    
    
    Vice President of
Technical Business
DevelopmentJohn H. Martin(7)
    
    
    2003
    
    
    
    53,846
    
    
    
    65,000
    
    
    
    
    
    
    
    
    
    
    
    350,000
    
    
    
    
    
    
    
    Senior Vice President of
Technology & Development
   (1)
    
    Includes amounts deferred under the Companys 401(k) plan.(2)
    
    Includes bonuses earned in the indicated year and paid in the subsequent
year.(3)
    
    In lieu of a cash bonus, Mr. Baker was awarded 133,929 shares of Loudeye
Common Stock in 2001. Mr. Baker also received relocation assistance in
2001 in the amount of $121,438 that is included in All Other Compensation.(4)
    
    Mr. Gioia served as Chief Executive Officer from February to March 2003
as a result of our engagement of Regent Pacific Management Corporation.
Mr. Gioia was employed by Regent Pacific. See item 13 of this Annual
Report on Form 10-K.(5)
    
    Includes amounts earned as Senior Vice President of Sales for part of the
year prior to becoming President and Chief Executive Officer in March
2003.(6)
    
    Mr. Harburg served as the Companys Vice President and Chief Technology
Officer from June 2003 to March 2003 and currently serves as the Companys
Vice President of Technical Business Development.(7)
    
    Represents a prorated annual salary for Mr. Martin, who joined the
Company in September 2003. The bonus paid to Mr. Martin is a sign-on
bonus and is repayable to the Company by Mr. Martin in the event that he
voluntarily terminates his employment with the Company within 12 months of
the commencement of his employment. -2-




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Employment and Related Agreements John T. Baker.The Company entered into a letter agreement with Mr. John
T. Baker on February 23, 2001 that provided for 50% accelerated vesting of Mr.
Bakers remaining options if he was terminated without cause and such
termination was not related to a change in control. The letter agreement
provided further that if Mr. Baker was terminated for any reason other than for
cause, he would be entitled to receive continuation of his base salary and
reimbursement for insurance benefits for twelve months. Mr. Baker was to
receive full acceleration of the vesting of his options in the event of a
change in control. Mr. Bakers employment with the Company terminated on
February 3, 2003, pursuant to a Separation Agreement, Release, and Covenant Not
to Sue entered into by the parties on June 26, 2003. The Separation Agreement
conditionally provided among other things that (i) the Company would make COBRA
premium payments on behalf of Mr. Baker for existing medical insurance and
other health and welfare plan benefits through the earlier of December 31, 2003
or upon acceptance of full time employment by Mr. Baker where similar benefits
are made available and (ii) the Company would allow accelerated vesting of Mr.
Bakers 1,262,500 unvested option shares at the rate of 75% of the grants, or
946,875 option shares. Jeffrey M. Cavins.The Company entered into an Employment Agreement, dated
as of April 1, 2003, with Mr. Cavins, pursuant to which Mr. Cavins is employed
as the President and Chief Executive Officer of the Company. The Employment
Agreement provides for a base salary of $250,000 and the grant of an option to
purchase 1,500,000 shares of Common Stock of the Company. The Employment
Agreement provides for the opportunity to receive a bonus of up to 100% of Mr.
Cavins base salary based on four separate performance criteria. Mr. Cavins is
also entitled to a one-time bonus equal to 30% of his total incentive
compensation upon the Company achieving a market capitalization of $20 million.
Mr. Cavins has waived receipt of this bonus. In the event that Mr. Cavins is
terminated by the Company without cause, or he resigns for good reason, Mr.
Cavins will be entitled to severance equal to nine months base salary plus
earned and unpaid bonuses. In the event that the Company is sold, Mr. Cavins
will be entitled to a bonus equal to 2.5% of the difference in value between
the sale price of the Company and the market value of the Company as of April
1, 2003. Mr. Cavins will also be entitled to this bonus, to the extent it is
not otherwise paid, if he is terminated without cause or resigns with good
reason, within six months of such a sale of the Company. In the event of a
change in control, the vesting of Mr. Cavins option granted pursuant to the
agreement will accelerate. Mr. Cavins has agreed not to compete with the
Company or solicit customers or employees of the Company for six months
following termination of employment. These non-compete and non-solicitation
agreements may not be enforceable in some jurisdictions. Anthony J. Bay.The Company entered into a Consulting Agreement, dated as
of April 1, 2003, with Mr. Bay, the Chairman of the Company. The Consulting
Agreement provided for base compensation of $100,000 and the granting of
options to purchase 500,000 shares of Common Stock of the Company. The
Consulting Agreement provided for the opportunity to receive a bonus of up to
100% of Mr. Bays base compensation based on four separate performance
criteria. Mr. Bay was also entitled to a one-time bonus equal to 30% of his
total incentive compensation upon the Company achieving a market capitalization
of $20 million. Mr. Bay has waived receipt of this bonus. The Consulting
Agreement also provided that in the event that the Company is sold, Mr. Bay
would be entitled to a bonus equal to 1.5% of the difference in value between
the sale price of the Company and the market value of the Company as of April
1, 2003. Mr. Bay would also be entitled to this bonus, to the extent it was not
otherwise paid, if he was terminated without cause or resigned with good
reason, within six months of such a sale of the Company Effective October 1, 2003, the Company entered into an Employment
Agreement with Mr. Bay, pursuant to which Mr. Bay was appointed the Chief
Strategy Officer of the Company. The provisions of the Consulting Agreement
were mostly superceded by the Employment Agreement; however, certain provisions
of the Consulting Agreement, including those related to confidentiality
survive. The Employment Agreement provides for a base salary of $150,000 and
the grant of a restricted stock award of 15,000 shares of Common Stock. The
Employment Agreement provides for the opportunity to receive a bonus of up to
100% of Mr. Bays base salary based on four separate performance criteria. The
Employment Agreement also provides that in the event that the Company is sold,
Mr. Bay is entitled to a bonus equal to 1.5% of the difference in value between
the sale price of the Company and the market value of the Company as of April
1, 2003. Mr. Bay is also entitled to this bonus, to the extent it is not
otherwise paid, if he is terminated without cause or resigns with good reason,
within six months of such a sale of the Company. In the event that Mr. Bay is
terminated by the Company without cause, or he resigns for good reason, Mr. Bay
will be entitled to severance equal to six months base salary plus earned and
unpaid bonuses. The options to purchase 500,000 shares of Common Stock granted
pursuant to the Consulting Agreement will continue to vest under the Employment
Agreement as contemplated by the Consulting Agreement. In the event of a change
in control, the vesting of Mr. Bays option granted pursuant to the Consulting
Agreement will accelerate. Mr. Bay has agreed not to compete with the Company
for twelve months following termination of employment, or to solicit customers
or employees of the Company for twenty-four months following termination of
employment. These non-compete and non-solicitation agreements may not be
enforceable in some jurisdictions. Jerold J. Goade, Jr.The Company entered into an Employment Agreement,
dated as of April 1, 2003, with Mr. Goade, pursuant to which Mr. Goade was
appointed the Vice President and Chief Financial Officer of the Company. Mr.
Goade remains employed under this agreement in his current capacity as Senior
Vice President of Finance. The agreement, as amended, provides for a base
salary of $180,000 and the grant of an option to purchase 350,000 shares of
Common Stock of the Company. The -3-




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Employment Agreement provides for the
opportunity to receive a bonus of up to 100% of Mr. Goades base salary based
on four
separate performance criteria. Mr. Goade is also entitled to a one-time
bonus equal to 30% of his total incentive compensation upon the Company
achieving a market capitalization of $20 million. Mr. Goade has waived receipt
of this bonus. In the event that Mr. Goade is terminated by the Company without
cause, or he resigns for good reason, Mr. Goade will be entitled to severance
equal to nine months base salary plus earned and unpaid bonuses. In the event
that the Company is sold, Mr. Goade will be entitled to a bonus equal to 0.5%
of the difference in value between the sale price of the Company and the market
value of the Company as of April 1, 2003. Mr. Goade will also be entitled to
this bonus, to the extent it is not otherwise paid, if he is terminated without
cause or resigns with good reason, within six months of such a sale of the
Company. In the event of a change in control, the vesting of Mr. Goades option
granted pursuant to the agreement will accelerate. Mr. Goade has agreed not to
compete with the Company or solicit customers or employees of the Company for
six months following termination of employment. These non-compete and
non-solicitation agreements may not be enforceable in some jurisdictions. Michael S. Dougherty.The Company entered into an Employment Agreement,
dated as of April 1, 2003, with Mr. Dougherty, pursuant to which Mr. Dougherty
was appointed the Vice President of Corporate Development. The agreement
provides for a base salary of $150,000 and the grant of an option to purchase
250,000 shares of Common Stock of the Company. The Employment Agreement
provides for the opportunity to receive a bonus of up to 100% of Mr.
Doughertys base salary based on four separate performance criteria. Mr.
Dougherty is also entitled to a one-time bonus equal to 30% of his total
incentive compensation upon the Company achieving a market capitalization of
$20 million. Mr. Dougherty has waived receipt of this bonus. In the event that
Mr. Dougherty is terminated by the Company without cause, or he resigns for
good reason, Mr. Dougherty will be entitled to severance equal to six months
base salary plus earned and unpaid bonuses. In the event that the Company is
sold, Mr. Dougherty will be entitled to a bonus equal to 0.5% of the difference
in value between the sale price of the Company and the market value of the
Company as of April 1, 2003. Mr. Dougherty will also be entitled to this bonus,
to the extent it is not otherwise paid, if he is terminated without cause or
resigns with good reason, within six months of such a sale of the Company. In
the event of a change in control, the vesting of Mr. Doughertys option granted
pursuant to the agreement will accelerate. Mr. Dougherty has agreed not to
compete with the Company or solicit customers or employees of the Company for
six months following termination of employment. These non-compete and
non-solicitation agreements may not be enforceable in some jurisdictions. The Company has entered into indemnification agreements with certain of
its officers. Generally, these agreements attempt to provide the maximum
protection permitted by law with respect to indemnification. The
indemnification agreements provide that the Company will pay certain amounts
incurred by an officer in connection with any civil or criminal action or
proceeding, specifically including actions by the Company or in its name
(derivative suits), where the individuals involvement is by reason of the fact
that he is or was an officer. Such amounts include, to the maximum extent
permitted by law, attorneys fees, judgments, civil or criminal fines,
settlement amounts and other expenses customarily incurred in connection with
legal proceedings. Under the indemnification agreements, an officer will not
receive indemnification if he or she is found not to have acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
Companys best interests. The individual will only be indemnified in connection
with any criminal proceeding if such individual had no reasonable belief that
his or her conduct was unlawful. Stock Option Grants The following table shows all stock options granted during fiscal year
2003 to the Named Executive Officers. These options were granted under the
Companys 2000 Stock Option Plan. No stock appreciation rights were granted
during the last fiscal year. -4-




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Option Grants in the Last Fiscal Year Individual Grants(1)Percent of
    
    
    
    
    
    
    
    
    
    
    
    
    
    Potential Realizable Value atNumber of
    
    Total Options
    
    
    
    
    
    
    
    
    
    
    
    
    
    Assumed Annual Rates ofSecurities
    
    Granted to
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock Price Appreciation forUnderlying
    
    Employees in
    
    Exercise of Base
    
    Grant Date
    
    
    
    
    
    Option Term(2)Options
    
    Fiscal Year
    
    Price
    
    Market Price
    
    ExpirationName
    
    Granted (#)(3)
    
    (%)(4)
    
    ($/sh.)
    
    ($/sh.)
    
    Date
    
    5% ($)
    
    10% ($)John T. Baker IV
    
    
    
    
    
    
    0.00
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    
    
    
    $
    Philip J. Gioia
    
    
    
    
    
    
    0.00
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Jeffrey M. Cavins
    
    
    1,500,000(5)
    
    
    
    37.20
    %
    
    $
    0.27
    
    
    $
    0.27
    
    
    
    4/1/13
    
    
    
    254,702
    
    
    
    645,466Michael S. Dougherty
    
    
    250,000(5)
    
    
    
    6.20
    %
    
    $
    0.27
    
    
    $
    0.27
    
    
    
    4/1/13
    
    
    
    42,450
    
    
    
    107,578Jerold J. Goade, Jr.
    
    
    350,000(5)
    
    
    
    8.68
    %
    
    $
    0.27
    
    
    $
    0.27
    
    
    
    4/1/13
    
    
    
    59,431
    
    
    
    150,609Michael H. Harburg
    
    
    80,000(6)
    
    
    
    1.98
    %
    
    $
    0.29
    
    
    $
    0.29
    
    
    
    5/9/13
    
    
    
    14,590
    
    
    
    36,97544,000(7)
    
    
    
    1.09
    %
    
    $
    0.29
    
    
    $
    1.12
    
    
    
    7/9/13
    
    
    
    67,512
    
    
    
    115,060John H. Martin
    
    
    125,000(5)
    
    
    
    3.10
    %
    
    $
    1.74
    
    
    $
    1.74
    
    
    
    12/4/13
    
    
    
    136,785
    
    
    
    346,639225,000(7)
    
    
    
    5.58
    %
    
    $
    1.74
    
    
    $
    1.74
    
    
    
    12/4/13
    
    
    
    246,212
    
    
    
    623,950
   (1)
    
    The options have a 10-year term, but are subject to earlier termination
in connection with termination of employment.(2)
    
    The potential realizable value illustrates value that might be realized
upon exercise of the options immediately prior to expiration of their
terms, assuming the specified compounded rates of appreciation of the
market price per share from the date of grant to the end of the option
term. Actual gains, if any, on stock option exercises are dependent upon
a number of factors, including the future performance of the Common Stock
and the timing of option exercises, as well as the optionees continued
employment throughout the vesting period. These are calculated based on
the requirements promulgated by the SEC and do not reflect the Companys
estimate of future stock price appreciation.(3)
    
    The options have ten-year terms and vest as described in notes (5), (6)
and (7), below. Upon a change in control, these options will vest
immediately and become fully exercisable.(4)
    
    The Company granted stock options representing 4,031,790 shares to
employees in the last fiscal year.(5)
    
    Denotes stock option grants that vest ratably at a rate of 8.33% per
month over twelve months.(6)
    
    Denotes stock option grants that vest at a rate of one third of the total
number of options granted after twelve months, and ratably thereafter at a
rate of 8.33% every quarter until fully vested.(7)
    
    Denotes stock option grants that vest ratably at a rate of 2.78% per
month over 36 months. Stock Option Exercises and Holdings The following table shows stock options exercised during fiscal year 2003
and unexercised options held at the end of the year by each of the Named
Executive Officers. No stock appreciation rights were outstanding at fiscal
year end. Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option Values Number of Securities Underlying
    
    Value of UnexercisedUnexercised Options as
    
    In-the-Money OptionsDecember 31, 2003(#)
    
    at December 31, 2003Shares Acquired
    
    Value RealizedName
    
    on Exercise (#)
    
    ($)(1)
    
    Exercisable
    
    Unexercisable
    
    Exercisable
    
    Unexercisable(2)John T. Baker IV
    
    
    1,534,375
    
    
    $
    1,337,268
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Philip J. Gioia
    
    
    
    
    
    
    
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Jeffrey M. Cavins
    
    
    
    
    
    
    
    
    
    
    1,129,160
    
    
    
    820,840
    
    
    $
    1,885,989
    
    
    $
    1,352,011Michael S. Dougherty
    
    
    
    
    
    
    
    
    
    
    358,747
    
    
    
    166,253
    
    
    $
    385,958
    
    
    $
    258,892Jerold J. Goade, Jr.
    
    
    
    
    
    
    
    
    
    
    394,726
    
    
    
    255,274
    
    
    $
    602,050
    
    
    $
    406,679Michael H. Harburg
    
    
    6,000
    
    
    
    8,340
    
    
    
    111
    
    
    
    117,889
    
    
    $
    184
    
    
    $
    195,696John H. Martin
    
    
    
    
    
    
    
    
    
    
    66, 667
    
    
    
    283,333
    
    
    $
    14,000
    
    
    $
    59,500
   (1)
    
    The value realized reflects the appreciation on the date of exercise
(based on the excess of the fair market value of Common Stock on the date
of exercise over the exercise price). However, because the Named
Executive Officers may keep the shares they acquired upon the -5-




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exercise of the options (or sell them at a different price), these amounts do
not necessarily reflect cash realized upon the sale of those shares.(2)
    
    Based on the $1.95 closing price of the Common Stock as of December 31,
2003. Compensation Committee Interlocks and Insider Participation The Compensation Committee of the Board of Directors currently consists of
James R. Kuster, Johan C. Liedgren and Michael A. Brochu. No member of the
committee or executive officer of the Company has a relationship that would
constitute an interlocking relationship with executive officers or directors of
another entity. 
 PART IV 
 Item 15 Exhibits, Financial Statement Schedules, and Reports on Form 8-K  (a)
    
    Documents filed as part of Form 10-K  1.
    
    Financial Statements: The following financial statements of Loudeye are submitted in a separate section
pursuant to the requirements of Form 10-K, Part I, Item 8:Index to Consolidated Financial StatementsReport of Independent AuditorsReport of Arthur Andersen LLPConsolidated Balance SheetsConsolidated Statements of OperationsConsolidated Statements of Stockholders EquityConsolidated Statements of Cash FlowsNotes to Consolidated Financial Statements2.
    
    Exhibits: 3.1(1)
    
    Fifth Amended and Restated Certificate of Incorporation of Loudeye Corp.3.2(1)
    
    Form of Amended and Restated Certificate of Incorporation of Loudeye Corp.3.4(2)
    
    Amended Bylaws of Loudeye Corp. dated January 18, 2002.4.1(1)
    
    Form of Loudeye Corp. common stock certificate.10.1(1)
    
    Form of Indemnification Agreement between Loudeye Corp. and each of its officers and directors.10.2(1)
    
    1998 Stock Option Plan, as amended.10.3(1)
    
    Alive.com, Inc. 1998 Stock Option Plan.10.4(1)
    
    2000 Stock Option Plan.10.5(1)
    
    2000 Director Stock Option Plan.10.6(1)
    
    2000 Employee Stock Purchase Plan.10.7(3)
    
    2000 Employee Stock Option Plan as amended March 5, 2001.10.8(1)
    
    Amended and Restated Investors Rights Agreement dated December 14, 1999 among Loudeye Corp. and
certain holders of our preferred stock.10.9(4)
    
    Consulting Agreement dated April 1, 2003 between Anthony J. Bay and Loudeye Corp.10.10(11)
    
    Employment Agreement dated December 5, 2003 between Anthony J. Bay and Loudeye Corp.10.11(4)
    
    Employment Agreement dated April 1, 2003 between Jeffrey M. Cavins and Loudeye Corp.10.12(4)
    
    Employment Agreement dated April 1, 2003 between Jerold J. Goade, Jr. and Loudeye Corp.10.13(4)
    
    Employment Agreement dated April 1, 2003 between Michael S. Dougherty and Loudeye Corp.10.14(4)
    
    Offer letter dated June 16, 2003 between Michael R. Harburg and Loudeye Corp.10.15(11)
    
    Offer letter dated August 13, 2003 between John H. Martin and Loudeye Corp.10.16(5)
    
    Securities Purchase Agreement dated August 28, 2003.10.17(5)
    
    Registration Rights Agreement dated August 28, 2003.10.18(5)
    
    Form of Common Stock Purchase Warrant dated August 28, 2003.10.19(5)
    
    Accounts Receivable Financing Agreement dated June 27, 2003 between Silicon Valley Bank and
Loudeye Corp. and related modification agreement and warrant agreement.10.20(10)
    
    Credit facility, dated December 31, 2003 between Silicon Valley Bank and Loudeye Corp.10.21(7)
    
    Fifth Amendment and Assignment of Lease dated April 1, 2003 among 1130 Rainier, LLC,
Activate.Net Corporation, and Loudeye Enterprise Communications, Inc. for offices at 1130 Rainier Avenue
South, Seattle, Washington.10.22(7)
    
    Lease Termination Agreement dated April 28, 2003 between Westlake Park Associates and Loudeye
 -6-




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Corp. with respect to offices at 1904 Fourth Avenue, Seattle, Washington.10.23(11)
    
    Lease agreement dated December 20, 2003 for offices at 1130 Rainier Avenue South, Seattle,
Washington.10.24(11)
    
    Asset Purchase agreement dated October 31, 2003 between Gail Clarke Acquisition Corp. and
Vidipax, Inc.10.25(8)
    
    Agreement and Plan of Reorganization with TT Holding Corp.10.26(9)
    
    Retainer Agreement with Regent Pacific Management Corporation.14.1(11)
    
    Code of Ethics21.1(11)
    
    Subsidiaries of Loudeye Corp.23.1(2)
    
    Consent of Arthur Andersen LLP.23.2(11)
    
    Consent of PricewaterhouseCoopers LLP.24.1(11)
    
    Powers of Attorney of Board of Directors.31.1
    
    
    Certification of Jeffrey M. Cavins, President and Chief Executive Officer of Loudeye Corp., Pursuant
to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification of Lawrence J.
Madden, Chief Financial Officer of Loudeye Corp., Pursuant to
18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1(11)
    
    
    Certification of Jeffrey M. Cavins,
President and Chief Executive Officer of Loudeye Corp., Pursuant to
18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.32.2(11)
    
    
    Certification of Jerold J. Goade, Jr.,
Senior Vice President of Finance of Loudeye Corp., Pursuant to
18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
  (1)
    
    Incorporated by reference to Loudeye Corp.s registration statement on Form S-1 file number 333-93361.(2)
    
    Incorporated by reference to Loudeye Corp.s Form 10-K for the period ended December 31, 2001.(3)
    
    Incorporated by reference to Loudeye Corp.s Form 10-Q, for the period ending March 31, 2001.(4)
    
    Incorporated by reference to Loudeye Corp.s Form 10-Q/A filed on September 2, 2003.(5)
    
    Incorporated by reference to Loudeye Corp.s Form 8-K filed on September 2, 2003.(6)
    
    Incorporated by reference to Loudeye Corp.s Form 8-K dated July 15, 2003.(7)
    
    Incorporated by reference to Loudeye Corp.s Form 10-Q dated May 20, 2003.(8)
    
    Incorporated by reference to Loudeye Corp.s Form 8-K dated November 19, 2002.(9)
    
    Incorporated by reference to Loudeye Corp.s Form 8-K dated February 3, 2003.(10)
    
    Incorporated by reference to Loudeye Corp.s Form 8-K dated January 9, 2004.(11)
    
    Previously filed. -7-




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SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report on Form 10-K/A
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Seattle, State of Washington, May 13, 2004. LOUDEYE CORP.By:
    
    /s/ JEFFREY M. CAVINSJeffrey M. CavinsChief Executive Officer
 Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report on Form 10-K/A has been signed by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated. Signature
    
    Title
    
    Date/s/
JEFFREY M. CAVINS
    
    Chief Executive Officer
    
    May 13, 2004(Principal Executive Officer and Director)Jeffrey M. Cavins/s/ LAWRENCE
J. MADDEN
    
    Chief Financial Officer
    
    May 13, 2004(Principal Financial and Accounting Officer)Lawrence J.
Madden*
    
    Director
    
    May 13, 2004Johan C. Liedgren*
    
    Director
    
    May 13, 2004Kurt R. Krauss*
    
    Chief Strategy Officer and Director
    
    May 13, 2004Anthony J. Bay*
    
    Director
    
    May 13, 2004James R. Kuster*
    
    Director
    
    May 13, 2004Michael A. Brochu
 *By
    
    /s/ JEFFREY M. CAVINSJeffrey M. CavinsAttorney-in-fact
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EXHIBIT INDEX

Ex.
No.
    
    Description3.1(1)
    
    Fifth Amended and Restated Certificate of Incorporation of Loudeye Corp.3.2(1)
    
    Form of Amended and Restated Certificate of Incorporation of Loudeye Corp.3.4(2)
    
    Amended Bylaws of Loudeye Corp. dated January 18, 2002.4.1(1)
    
    Form of Loudeye Corp. common stock certificate.10.1(1)
    
    Form of Indemnification Agreement between Loudeye Corp. and each of its officers and directors.10.2(1)
    
    1998 Stock Option Plan, as amended.10.3(1)
    
    Alive.com, Inc. 1998 Stock Option Plan.10.4(1)
    
    2000 Stock Option Plan.10.5(1)
    
    2000 Director Stock Option Plan.10.6(1)
    
    2000 Employee Stock Purchase Plan.10.7(3)
    
    2000 Employee Stock Option Plan as amended March 5, 2001.10.8(1)
    
    Amended and Restated Investors Rights Agreement dated December 14, 1999 among Loudeye Corp. and
certain holders of our preferred stock.10.9(4)
    
    Consulting Agreement dated April 1, 2003 between Anthony J. Bay and Loudeye Corp.10.10(11)
    
    Employment Agreement dated December 5, 2003 between Anthony J. Bay and Loudeye Corp.10.11(4)
    
    Employment Agreement dated April 1, 2003 between Jeffrey M. Cavins and Loudeye Corp.10.12(4)
    
    Employment Agreement dated April 1, 2003 between Jerold J. Goade, Jr. and Loudeye Corp.10.13(4)
    
    Employment Agreement dated April 1, 2003 between Michael S. Dougherty and Loudeye Corp.10.14(4)
    
    Offer letter dated June 16, 2003 between Michael R. Harburg and Loudeye Corp.10.15(11)
    
    Offer letter dated August 13, 2003 between John H. Martin and Loudeye Corp.10.16(5)
    
    Securities Purchase Agreement dated August 28, 2003.10.17(5)
    
    Registration Rights Agreement dated August 28, 2003.10.18(5)
    
    Form of Common Stock Purchase Warrant dated August 28, 2003.10.19(5)
    
    Accounts Receivable Financing Agreement dated June 27, 2003 between Silicon Valley Bank and
Loudeye Corp. and related modification agreement and warrant agreement.10.20(10)
    
    Credit facility, dated December 31, 2003 between Silicon Valley Bank and Loudeye Corp.10.21(7)
    
    Fifth Amendment and Assignment of Lease dated April 1, 2003 among 1130 Rainier, LLC,
Activate.Net Corporation, and Loudeye Enterprise Communications, Inc. for offices at 1130 Rainier Avenue
South, Seattle, Washington.10.22(7)
    
    Lease Termination Agreement dated
April 28, 2003 between Westlake Park Associates and Loudeye Corp. with respect to offices at 1904 Fourth Avenue, Seattle, Washington.


10.23(11)
    
    Lease agreement dated December 20, 2003 for offices at 1130 Rainier Avenue South, Seattle,
Washington.10.24(11)
    
    Asset Purchase agreement dated October 31, 2003 between Gail Clarke Acquisition Corp. and
Vidipax, Inc.10.25(8)
    
    Agreement and Plan of Reorganization with TT Holding Corp.10.26(9)
    
    Retainer Agreement with Regent Pacific Management Corporation.14.1(11)
    
    Code of Ethics21.1(11)
    
    Subsidiaries of Loudeye Corp.23.1(2)
    
    Consent of Arthur Andersen LLP.23.2(11)
    
    Consent of PricewaterhouseCoopers LLP.24.1(11)
    
    Powers of Attorney of Board of Directors.31.1
    
    
    Certification of Jeffrey M. Cavins, President and Chief Executive Officer of Loudeye Corp., Pursuant
to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification of Lawrence J.
Madden, Chief Financial Officer of Loudeye Corp., Pursuant to
18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1(11)
    
    
    Certification of Jeffrey M. Cavins,
President and Chief Executive Officer of Loudeye Corp., Pursuant to
18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.32.2(11)
    
    
    Certification of Jerold J. Goade, Jr.,
Senior Vice President of Finance of Loudeye Corp., Pursuant to
18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
  (1)
    
    Incorporated by reference to Loudeye Corp.s registration statement on Form S-1 file number 333-93361.(2)
    
    Incorporated by reference to Loudeye Corp.s Form 10-K for the period ended December 31, 2001.(3)
    
    Incorporated by reference to Loudeye Corp.s Form 10-Q, for the period ending March 31, 2001.(4)
    
    Incorporated by reference to Loudeye Corp.s Form 10-Q/A filed on September 2, 2003.(5)
    
    Incorporated by reference to Loudeye Corp.s Form 8-K filed on September 2, 2003.(6)
    
    Incorporated by reference to Loudeye Corp.s Form 8-K dated July 15, 2003.(7)
    
    Incorporated by reference to Loudeye Corp.s Form 10-Q dated May 20, 2003.(8)
    
    Incorporated by reference to Loudeye Corp.s Form 8-K dated November 19, 2002.(9)
    
    Incorporated by reference to Loudeye Corp.s Form 8-K dated February 3, 2003.(10)
    
    Incorporated by reference to Loudeye Corp.s Form 8-K dated January 9, 2004.(11)
    
    Previously filed.


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