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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
   FORM 10-K/A (AMENDMENT NO. 1)
   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
of incorporation or organization)
    
    (I.R.S. Employer
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
    
    69,854,526(Class)
    
    (Outstanding at April 27, 2004)




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TABLE OF CONTENTS  EXPLANATORY NOTEPART IIIItem 10 Directors and Executive Officers of the RegistrantItem 11 Executive CompensationItem 12 Security Ownership of Certain Beneficial Owners and ManagementItem 13 Certain Relationships and Related TransactionsItem 14 Principal Accountant Fees and ServicesPART IVItem 15 Exhibits, Financial Statement Schedules, and Reports on Form 8-KSIGNATURESEXHIBIT INDEXEXHIBIT 31.1EXHIBIT 31.2    Table of Contents  
 EXPLANATORY NOTE This Amendment No. 1 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 to amend and restate Part III, Items 11-14, and
Part IV, Item 15, in their entirety. The reference on the cover page of the
original Report to the incorporation by reference of the registrants Proxy
Statement relating to its 2004 Annual Meeting is also deleted. Except as
otherwise stated herein, no other information contained in the original Report
has been updated by this Amendment No. 1. 
 PART III 
 Item 10 Directors and Executive Officers of the Registrant Directors Pursuant to the Companys Certificate of Incorporation, the Companys
Board is divided into three classes  Class I, II and III directors. Each
director is elected for a three-year term of office, with one class of
directors being elected at each annual meeting of stockholders. Each director
holds office until his successor is elected and qualified or until his earlier
death, resignation or removal. In accordance with the Certificate of
Incorporation, Class I directors are to be elected at the 2004 Annual Meeting,
Class II directors are to be elected at the annual meeting in 2005 and Class
III directors are to be elected at the annual meeting in 2006. The information below sets forth the members of the Board of Directors as
of April 27, 2004: Class of
    
    
    
    DirectorName
    
    Age
    
    Director
    
    Principal Occupation
    
    SinceJohan
C. Liedgren(1), (2), (3)
    
    
    40
    
    
    I
    
    Chief Executive Officer, Honkworm, International
    
    
    1998James R. Kuster(1), (2), (3)
    
    
    46
    
    
    I
    
    Managing Director, Crest Communications Holdings, LLC
    
    
    2002Anthony J. Bay
    
    
    48
    
    
    II
    
    Chairman of the Board, Chief Strategy Officer, Loudeye Corp.
    
    
    2000Kurt R. Krauss(2), (3)
    
    
    54
    
    
    II
    
    Chief Executive Officer, Sachem Investments LLC
    
    
    2003Jeffrey M. Cavins
    
    
    43
    
    
    III
    
    President and Chief Executive Officer, Loudeye Corp.
    
    
    2003Michael A. Brochu(1)
    
    
    50
    
    
    III
    
    Chairman and Chief Executive Officer, Primus Knowledge
Solutions, Inc.
    
    
    2003
   (1)
    
    Member of the Companys Compensation Committee(2)
    
    Member of the Companys Audit Committee(3)
    
    Member of the Companys Nominating and Governance Committee Class I Directors Continuing in Office Until the 2004 Annual Meeting of
Stockholders: Johan C. Liedgren Mr. Liedgren has served as a member of the Board since April 1998. Since
October 1997, Mr. Liedgren has served as Chief Executive Officer of Honkworm,
International, an entertainment consulting company. From January 1994 to
August 1997, he worked for Microsoft Corporation in several positions, most
recently as Director of Channel Policy. Mr. Liedgren is an advisor and
investor in several technology companies both in the U.S. and in Europe. Mr.
Liedgren attended the University of Stockholm in Sweden. James R. Kuster Mr. Kuster has served as a director since November 2002. Since September
1999, Mr. Kuster has served as the Managing Director of Crest Communications
Holdings, LLC. From March to September 1999, Mr. Kuster served as Vice
President for Corporate Development of Reciprocal, Inc. Mr. Kuster worked in
the Media and Telecommunications group of Chase Securities from 1986 until
1999, most recently as Managing Director. He earned his M.B.A. from Duke
University and his B.A. from Davidson College. -1-




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Class II Directors Continuing in Office Until the 2005 Annual Meeting of
Stockholders: Anthony J. Bay Mr. Bay has served as a director since April 2000, has served as Chairman
of the Board since March 2003 and has served as the Companys Chief Strategy
Officer since October 2003. Mr. Bay is a private venture capital investor and
advisor to technology companies and serves on the boards of CMGI and Active
ISP. From April 1994 to April 2000, Mr. Bay worked for Microsoft Corporation,
a software company, last serving as Vice President and General Manager of
Microsofts Digital Media Division and a member of Microsofts executive staff.
Mr. Bay holds a B.A. from the University of California at Los Angeles and an
M.B.A. from San Jose State University. Kurt R. Krauss Mr. Krauss has served as a director since September 2003. Mr. Krauss is
the founder of Sachem Investments, a private investment firm in Greenwich,
Connecticut, and serves on several for-profit and not-for-profit boards of
directors. He was Chief Financial Officer of Burson-Marsteller, the worlds
largest public relations and marketing communications firm, from 1997 to 2000.
Prior to Burson-Marsteller, Mr. Krauss co-founded the Mead Point Group, a
management consulting firm, which was acquired by Young & Rubicam in 1997.
From 1978 until 1992, Mr. Krauss was a partner at Booz, Allen & Hamilton, where
he was the global leader of the firms Service Operations Practice and served
for three years on the firms board of directors. Class III Directors Continuing in Office Until the 2006 Annual Meeting of
Stockholders: Jeffrey M. Cavins Mr. Cavins has served as a director and as President and Chief Executive
Officer since March 2003. He joined the Company in November 2002 as Senior
Vice President of Worldwide Sales. From October 1999 to September 2002, Mr.
Cavins served as Senior Vice President of North America for Exodus
Communications, a leading managed hosting and interactive web services company.
From January 1991 to May 1998, Mr. Cavins served as President and Chief
Executive Officer of CSI Digital, an advanced technology development company
serving the entertainment industry. Michael A. Brochu Mr. Brochu has served as a director since December 2003. Since November
1997, Mr. Brochu has served as the President and Chief Executive Officer of
Primus Knowledge Solutions, Inc., a publicly traded software company. Since
November 1998, Mr. Brochu has also served as Chairman of the Board of Directors
of Primus. Mr. Brochu holds a B.B.A. from the University of Texas, El Paso. Executive Officers The names of the Companys executive officers, and certain biographical
information furnished by them, are set forth below. For information about
Messrs. Bay and Cavins, see Directors above. Name
    
    Age
    
    Position with the CompanyAnthony J. Bay
    
    
    48
    
    
    Chairman of the Board and Chief Strategy OfficerJeffrey M. Cavins
    
    
    43
    
    
    President, Chief Executive Officer and DirectorLawrence J. Madden
    
    
    39
    
    
    Executive Vice President and Chief Financial OfficerWilliam P. Fasig
    
    
    40
    
    
    Executive Vice President of Business Development,
Sales and MarketingJohn H. Martin
    
    
    40
    
    
    Senior Vice President of Technology & DevelopmentJerold J. Goade, Jr.
    
    
    40
    
    
    Senior Vice President of FinanceMichael S. Dougherty
    
    
    32
    
    
    Vice President of Corporate Development
 Mr. Madden has served as Executive Vice President and Chief Financial
Officer since joining the Company in March 2004. Prior to joining the
Company, Mr. Madden served as Executive Vice President, Chief Financial Officer
and Chief Administrative Officer for Equity Marketing, Inc., a provider of
integrated marketing services for connecting multinational corporate brands
with popular entertainment content, from November 2000 to January 2004. Prior
to Equity Marketing, Mr. Madden served as Executive Vice President and Chief
Financial Officer for Atomic Pop, an online music distribution and marketing
venture, from November 1999 to November 2000. Prior to joining Atomic Pop, Mr.
Madden served as Senior Vice President and Chief Financial Officer for the
recorded music and music publishing investments of Wasserstein & Co., Inc., an
investment bank, from November 1997 to November 1999. Prior to joining
Wasserstein & Co., Inc., Mr. Madden worked for Polygram from April 1994 to
November 1997. Mr. Madden began his career in the audit practice of Ernst &
Young LLP. Mr. Fasig has served as Executive Vice President of Business Development,
Sales and Marketing since joining the Company in March 2004. Prior to joining
the Company, Fasig served as Senior Vice President of Worldwide Marketing and -2-




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Corporate Affairs for VeriSign, Inc. from March 2001 to November 2003
where he was responsible for the development, implementation and management of
worldwide marketing strategies. Prior to joining VeriSign, Mr. Fasig served as
Vice President of Corporate Communications for Compaq from July 2000 to October
2000. Prior to joining Compaq, Mr. Fasig served as Chairman and Managing
Director of the Global Technology Practice at Young & Rubicam/Burson-Marsteller
from January 1997 to July 2000. Mr. Martin has served as Vice President, Technology and Development since
joining the Company in August 2003. Prior to joining the Company he was
General Manager of Microsoft Corporations Windows Media Services from January
1993 to September 2003, with primary responsibilities for the development of
all Internet-based services of the Windows Media Player as well as
windowsmedia.com. Prior to joining Microsoft, Mr. Martin was an engineer at
NASA from April 1987 to January 1993, working on the development of the
Internet backbone. Mr. Goade has served as Senior Vice President of Finance since March 2004.
He served as the Companys Vice President and Chief Financial Officer from
November 2002 to March 2004, Vice President of Finance from April 2001 to
November 2002, Director of Finance from September 2000 to April 2001, and as
the Companys Controller from June 1999 to September 2000. Prior to joining
the Company, Mr. Goade served as Chief Financial Officer of D. Garvey
Corporation, an international wireless telecommunication services company,
where he worked from 1995 to June 1999. Prior to D. Garvey Corporation, Mr.
Goade served as controller of Video Only, a consumer electronics retailer, from
1991 to 1995 and on the finance staff of KING Broadcasting, a television and
radio broadcasting company, from 1989 to 1991. Mr. Goade began his career in
audit practice of Deloitte & Touche. Mr. Dougherty has served as Vice President of Corporate Development since
2001 and was, prior to 2001, Vice President of Strategic Finance upon joining
the Company in February 2000. Prior to joining the Company, Mr. Dougherty was
a Vice President in the global investment banking group of Chase Securities,
Inc. While at Chase from 1998 to 2000, Mr. Dougherty focused on high yield
corporate finance and telecommunications, media and Internet infrastructure
transactions. Prior to Chase, Mr. Dougherty served in Prudential Securities
Incorporateds investment banking group, focusing on high yield corporate
finance, buildout and acquisition financings and merchant banking transactions,
from August 1993 to June 1998. Audit Committee Financial Expert The Board of Directors has determined that Kurt R. Krauss is an audit
committee financial expert as defined in Item 401 of Regulation S-K under the
Securities Exchange Act of 1934, and is independent as defined in applicable
SEC and Nasdaq rules. Beneficial Ownership Compliance Section 16(a) of the Securities Exchange Act of 1934 requires the
Companys executive officers and directors, and persons who own more than ten
percent of the outstanding Common Stock, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission. Such persons
are required by Securities and Exchange Commission regulations to furnish the
Company with copies of all Section 16(a) forms they file. Based upon the written representations of the Companys directors and
executive officers, and copies of the reports that they have filed with the
Securities and Exchange Commission, the Company believes that during fiscal
year 2003, all persons subject to the reporting requirements pursuant to
Section 16(a) filed the required reports on a timely basis with the SEC, except
as follows. Anthony Bay filed late one Form 4 reporting two transactions, both
option grants. Jeffrey M. Cavins filed late one Form 4 reporting two
transactions, one of which was an option grant. Jerold J. Goade, Jr. filed
late one Form 4 reporting one transaction, an option grant. James R. Kuster
failed to file a Form 3 upon becoming a director in December 2002, and also
failed to file a Form 4 reflecting the Companys redemption of a note for
shares in December 2003. His initial holdings and the note redemption
transaction were subsequently reported on Form 5. In addition, Mr. Kuster
filed late one Form 4 reporting one transaction, an option grant. Johan C.
Liedgren filed late one Form 4 reporting one transaction, an option grant.
John H. Martin filed late his Form 3 reporting initial holdings. Kurt R.
Krauss filed late his Form 3 covering initial holdings, and one Form 4
reflecting the Companys redemption of two notes for shares. Michael S.
Dougherty filed late his Form 3 reporting initial holdings. Michael H. Harburg
filed late his Form 3 reporting initial holdings, and one Form 4 reporting one
transaction, an option grant. Code of Ethics The Company has adopted a code of ethics that applies to its principal
executive officer, principal financial officer and principal accounting officer
and persons performing similar functions. Its code of ethics is filed as
Exhibit 14.1 to this Annual Report on Form 10-K. The Company intends to
satisfy the disclosure requirement under Item 10 of Form 8-K, regarding an
amendment to or waiver from its code of ethics, by posting the required
information on our Internet website at www.loudeye.com or as otherwise permitted under applicable law. An amendment and
restatement of the code of ethics was approved by the Board of Directors in
April 2004 and posted on the Companys website. -3-




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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. -4-




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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):

Summary Compensation Table Long-Term CompensationAnnual Compensation
    
    Awards
    
    PayoutsOther Annual
    
    Restricted
    
    Securities
    
    LTIP
    
    All OtherName & Principal
    
    
    
    
    
    Salary
    
    Bonus
    
    Compensation
    
    Stock
    
    Underlying
    
    Payouts
    
    CompensationPosition
    
    Fiscal 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
    
    
    
    Cheif Executive Officer
    
    
    2002
    
    
    
    2001
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Jeffrey M. Cavins(5)
    
    
    2003
    
    
    
    269,375President, Chief Executive
    
    
    2002
    
    
    
    Officer and Director
    
    
    2001
    
    
    
    
    
    
    
    62,500
    
    
    
    
    
    
    
    
    
    
    
    1,500,000
    
    
    
    
    
    
    
    Michael S. Dougherty
    
    
    2003
    
    
    
    146,875
    
    
    
    37,500
    
    
    
    
    
    
    
    
    
    
    
    250,000
    
    
    
    
    
    
    
    Vice President of
    
    
    2002
    
    
    
    139,515
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    110,000
    
    
    
    
    
    
    
    Corporate Development
    
    
    2001
    
    
    
    127,083
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    115,000
    
    
    
    
    
    
    
    Jerold J. Goade, Jr.
    
    
    2003Vice President and Chief
    
    
    2002
    
    
    
    181,018
    
    
    
    40,250
    
    
    
    
    
    
    
    
    
    
    
    350,000
    
    
    
    
    
    
    
    Financial Officer
    
    
    2001
    
    
    
    122,612
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    187,750
    
    
    
    
    
    
    
    Michael H. Harburg(6)
    
    
    2003
    
    
    
    94,792Vice President and Chief
    
    
    2002
    
    
    
    Technology Officer
    
    
    2001
    
    
    
    
    
    
    
    37,000
    
    
    
    
    
    
    
    
    
    
    
    124,000
    
    
    
    
    
    
    
    John H. Martin(7)
    
    
    2003
    
    
    
    53,846Senior Vice President of
    
    
    2002
    
    
    
    Technology & Development
    
    
    2001
    
    
    
    
    
    
    
    65,000
    
    
    
    
    
    
    
    
    
    
    
    350,000
    
    
    
    
    
    
    
    
   (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. -5-




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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 -6-




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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. -7-




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##### Table of Contents



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.

Option Grants in the Last Fiscal Year Individual Grants
(1)Percent ofNumber of
    
    Total Options
    
    
    
    
    
    
    
    
    
    
    
    
    
    Potential Realizable Value atSecurities
    
    Granted to
    
    
    
    
    
    
    
    
    
    
    
    
    
    Assumed Annual Rates ofUnderlying
    
    Employees in
    
    Exercise of Base
    
    Grant Date
    
    
    
    
    
    Stock Price Appreciation forOptions
    
    Fiscal Year
    
    Price
    
    Market Price
    
    Expiration
    
    Option Term(2)Name
    
    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 -8-




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##### Table of Contents



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. 
 Item 12 Security Ownership of Certain Beneficial Owners and Management The following table shows how much Common Stock is owned by the directors,
each of the Named Executive Officers, all executive officers and directors as a
group and owners of more than 5% of the outstanding Common Stock of the
Company, as of March 26, 2004. Except as otherwise noted, the address of each
person listed in the table is c/o Loudeye Corp., 1130 Rainier Avenue South,
Seattle, WA 98144. Beneficial ownership is determined in accordance with SEC rules. In
computing the number of shares beneficially owned by a person, shares for which
the named person has sole or shared power over voting or investment decisions
are included. Percentage of beneficial ownership is based on 69,786,455 shares
outstanding as of March 26, 2004. For each named person, the percentage
ownership includes stock which the person has the right to acquire within 60
days after March 26, 2004. However, such shares are not deemed outstanding
with respect to the calculation of ownership percentage for any other person. Amount and Nature of
    
    Percent ofName and Address
    
    Beneficial Ownership
    
    Common StockCrest Communications Partners II, L.P.
    
    
    4,654,260
    
    
    
    6.7
    %Anthony J. Bay(1)
    
    
    735,750
    
    
    
    1.0
    %Michael A. Brochu(2)
    
    
    16,667
    
    
    
    0.0
    %Jeffrey M. Cavins(3)
    
    
    1,700,695
    
    
    
    2.4
    %Kurt R. Krauss(4)
    
    
    1,184,445
    
    
    
    1.7
    %James R. Kuster(5)
    
    
    4,759,260
    
    
    
    6.8
    %Johan C. Liedgren(2)
    
    
    160,000
    
    
    
    0.2
    %Michael S. Dougherty(6)
    
    
    486,143
    
    
    
    0.7
    %William P. Fasig
    
    
    
    
    
    
    Jerold J. Goade, Jr.(7)
    
    
    398,425
    
    
    
    0.6
    %Michael R. Harburg(2)
    
    
    35,022
    
    
    
    0.1
    %Lawrence J. Madden
    
    
    
    
    
    
    All directors and executive officers as a group
as of March 26, 2004 (11 persons)
    
    
    10,476,123
    
    
    
    14.2
    %
   (1)
    
    Consists of 13,875 shares held by Mr. Bay, 720,000 shares issuable upon
exercise of outstanding stock options within 60 days of March 26, 2004,
and 1,875 shares of restricted stock that vest within 60 days of March 26,
2004. Excludes 50 shares held by Mr. Bays son, for which Mr. Bay
disclaims beneficial ownership.(2)
    
    Consists of shares issuable upon the exercise of outstanding stock
options within 60 days of March 26, 2004.(3)
    
    Consists of 6,950 shares held by Mr. Cavins and 1,693,745 shares issuable
upon the exercise of outstanding stock options within 60 days of March 26,
2004.(4)
    
    Consists 340,741 shares held by Mr. Krauss, 797,037 shares held by Sachem
Investments LLC, of which Mr. Krauss is the sole member, and 46,667 shares
issuable upon the exercise of outstanding stock options within 60 days of
March 26, 2004. Mr. Krauss disclaims beneficial ownership of the shares
held by Sachem Investments LLC, except to the extent of his pecuniary
interest in those shares.(5)
    
    Consists of 4,654,260 shares held by Crest Communications Partners II,
L.P. and 105,000 shares issuable upon exercise of outstanding stock
options within 60 days of March 26, 2004. Mr. Kuster is one of the
directors of the Company and a principal of the general partner of Crest
Communications Partners II, L.P. Mr. Kuster disclaims beneficial
ownership of shares held by Crest Communications Partners II, L.P., except
to the extent of his pecuniary interest in those shares.(6)
    
    Consists of 16,562 shares held by Mr. Dougherty and 469,581 shares
issuable upon exercise of outstanding options within 60 days of March 26,
2004. -9-




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##### Table of Contents



(7)
    
    Consists of 1,562 shares held by Mr. Goade and 396,863 shares issuable
upon exercise of outstanding options within 60 days of March 26, 2004. Equity Incentive Plans The table below sets forth certain information as of December 31, 2003
regarding the shares of Common Stock available for grant or granted under stock
option plans that (i) were approved by the Companys stockholders, and (ii)
were not approved by the Companys stockholders. Equity Compensation Plan Information Number of Securities to
    
    Weighted-Average
    
    Number of Securities Remaining Availablebe Issued upon Exercise
    
    Exercise Price of
    
    for Future Issuance Under Equityof Outstanding Options,
    
    Outstanding Options,
    
    Compensation Plans (excluding outstandingWarrants and Rights
    
    Warrants and Rights
    
    options, warrants and rights)(1)Equity compensation plans approved by
security holders
    
    
    6,683,707
    
    
    $
    0.67
    
    
    
    6,842,009
    (2)Equity compensation plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    6,683,707
    
    
    $
    0.67
    
    
    
    6,842,009
   (1)
    
    Excludes securities reflected in the first column of the table.(2)
    
    Includes 652,055 shares available for issuance pursuant to the Companys
2000 Employee Stock Purchase Plan. 
 Item 13 Certain Relationships and Related Transactions The Company entered into a consulting agreement with Mr. Bay, currently
the Chairman of the Board and Chief Strategy Officer of the Company, on April
1, 2003. See Employment and Related Agreements in Item 11 above. In November 2002, the Company entered into a merger agreement pursuant to
which it acquired TT Holding Corp., also known as Streampipe. Pursuant to the
merger agreement, the Company issued the former stockholders of Streampipe
shares of Common Stock and unsecured promissory notes bearing interest at 5
percent per annum, in an aggregate original principal amount of $1,059,435. The
notes were redeemable by the Company in the form of Common Stock if the Company
met certain conditions, including that it was not in default under the notes
and the Common Stock was listed on a principal exchange or on Nasdaq.
Subsequent to the acquisition of Streampipe, Mr. Kurt Krauss and Mr. James
Kuster joined the Board of Directors. Each of Mr. Krauss and Mr. Kuster were
significant beneficial owners of shares in Streampipe before the merger. In
December 2003, the Company redeemed all of the notes, including the notes held
beneficially by Mr. Krauss and Mr. Kuster, at a redemption price of $1.76 per
share. The number of shares issued on redemption was calculated by dividing the
principal and all accrued interest due under the notes as of the date of
redemption by the average of the last sale price of the Common Stock for the 30
trading days preceding January 1, 2004. Mr. Krausss individual retirement
account and a related entity received 129,361 shares upon redemption of their
notes, and Crest Communications Partners II, L.P., an entity related to Mr.
Kuster received 351,305 shares upon redemption of its note. In February 2003, the Companys Chairman and Chief Executive Officer, John
T. Baker, resigned and the Company engaged Regent Pacific Management
Corporation (Regent Pacific) to provide management services to the Company.
Pursuant to such engagement, Mr. Philip J. Gioia became Chief Executive Officer
of the Company. Mr. Gioia was an employee of Regent Pacific. In March 2003,
Regent Pacific resigned from the engagement and Jeffrey M. Cavins was appointed
President and Chief Executive Officer. The Company paid fees and costs of
$878,000 to Regent Pacific with respect to the interim management services
provided to the Company during such time. In addition, Regent Pacific was to
receive stock options to purchase up to 4,000,000 shares of Common Stock based
on Regent Pacifics length of service. These options were to be granted at
various times throughout their engagement at exercise prices based on the
closing market price on each grant date. The Company did not issue such
options, and on July 25, 2003, Regent Pacific filed suit against the Company in
the United States District Court for the Northern District of California for
breach of the agreement. In this complaint, Regent Pacific is seeking
unspecified damages and specific performance of the alleged obligation to grant
the stock options due to it under the contract. The Company answered the
complaint on September 18, 2003 denying all allegations and asserting
counterclaims. In March 2004, the court granted the Companys request that
venue for the dispute be transferred to United States District Court for the
Western District of the State of Washington. The Company intends to defend
this action and pursue vigorously its counterclaims. -10-




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##### Table of Contents






Item 14 Principal Accountant Fees and Services

PricewaterhouseCoopers LLP has served as the Companys independent
auditors since June 2002 and has been selected by the Audit Committee as the
Companys independent auditors for the fiscal year ending December 31, 2004.
Prior to June 2002, Arthur Andersen LLP served as the Companys independent
auditors. The following table presents fees billed by PricewaterhouseCoopers LLP
(PWC) and Arthur Andersen LLP (AA) for professional services rendered for
the fiscal years ended December 31, 2003 and 2002. Certain amounts from 2002
have been reclassified to conform to the 2003 presentation. 2003
    
    2002PWC
    
    PWC
    
    AAAudit Fees
    
    $
    245,800
    
    
    $
    208,948
    
    
    $
    14,103Audit Related Fees
    
    $
    12,000
    
    
    
    
    
    
    
    Tax Services
    
    
    30,380
    
    
    
    10,000
    
    
    
    2,100Total Fees
    
    $
    288,180
    
    
    $
    218,948
    
    
    $
    16,203
 The Audit Committee approved all services provided by
PricewaterhouseCoopers LLP and Arthur Andersen LLP during 2003 and 2002. Audit Fees.Audit fees include fees and expenses for professional
services rendered in connection with the audit of the Companys financial
statements for those years, reviews of the financial statements included in
each of the Companys Quarterly Reports on Form 10-Q during those years and
fees for services related to comfort letters, registration statements, consents
and assistance with and review of documents filed with the SEC. Audit
Related Fees.Audit Related fees consisted of consulting services performed in the
first quarter of 2003 with respect to the Companys restructuring activities. Tax Fees.Tax fees consist of services provided for tax compliance, tax
advice and tax planning. Audit Committee Pre-Approval Policies and Procedures.The Audit Committee
on an annual basis reviews audit and non-audit services performed by the
independent auditor. All audit and non-audit services are pre-approved by the
Audit Committee, which considers, among other things, the possible effect of
the performance of such services on the auditors independence. The Audit
Committee has considered the role of PricewaterhouseCoopers LLP in providing
services to the Company for the fiscal year ended December 31, 2003 and has
concluded that such services are compatible with their independence as the
Companys auditors. The Audit Committee has established its pre-approval
policies and procedures, pursuant to which the Audit Committee approved the
foregoing audit services provided by PricewaterhouseCooper LLP in fiscal 2003. 
 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 Statements -11-




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##### Table of Contents



2.
    
    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.
 -12-




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##### Table of Contents



(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.
  (b)
    
    Reports onForm 8-K:On November 6, 2003, the Company furnished a Report on Form 8-K containing disclosure for Item 12. 
 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, April 28, 2004. LOUDEYE CORP.By:
    
    /s/ JEFFREY M. CAVINSJeffrey M. CavinsChief Executive Officer
 -13-




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##### Table of Contents



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
Jeffrey M. Cavins
    
    Chief Executive Officer
(Principal Executive Officer and Director)
    
    April 28, 2004/s/ JEROLD J . GOADE, JR.

Jerold J. Goade, Jr.
    
    Senior Vice President of Finance
(Principal Financial and Accounting Officer)
    
    April 28, 2004*
    
    Director
    
    April 28, 2004Johan C. Liedgren*
Kurt R. Krauss
    
    Director
    
    April 28, 2004*
Anthony J. Bay
    
    Chief Strategy Officer and Director
    
    April 28, 2004*
James R. Kuster
    
    Director
    
    April 28, 2004*
    
    Director
    
    April 28, 2004Michael A. Brochu
 *By
    
    /s/ JEFFREY M. CAVINSJeffrey M. CavinsAttorney-in-fact
 -14-




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##### Table of Contents



EXHIBIT INDEX 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 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 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 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.