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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




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FORM 10-K/A

(Amendment No. 1 to Form 10-K)




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|  |  |                                                                                      
|- |  | -------------------------------------------------------------------------------------
|x |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|  |  | For the fiscal year ended December 31, 2002                                          

OR

|  |  |                                                                                          
|- |  | -----------------------------------------------------------------------------------------
|o |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from _______________ to ______________.

Commission file number 000-30063

ARTISTDIRECT, INC.

(Exact name of registrant as specified in its charter)




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|                                                                        |  |                                                
|----------------------------------------------------------------------- |  | -----------------------------------------------
|Delaware
(State or Other Jurisdiction
of Incorporation or Organization) |  | 95-4760230
(I.R.S. Employer
Identification No.)

|                                                                                                     |  |                 
|---------------------------------------------------------------------------------------------------- |  | ----------------
|5670 Wilshire
Boulevard, Suite 200, Los Angeles, California
(Address of principal executive offices) |  | 90036
(Zip code)

Registrants telephone number, including area code: (323) 634-4000



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Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock,
$0.01 par value



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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 whether the 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 the 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 Rule 12b-2 of the Act). Yes o No x

State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was last sold, or the average bid and asked price of such common equity,
as of the last business day of the Registrants most recently completed second
fiscal quarter: approximately $24 million as of June 28, 2002.

As of March 17, 2003, the aggregate market value of the voting and non-voting
common equity held by non-affiliates was approximately $5.0 million, based on
the closing price per share of $2.01 for the Registrants common stock as
reported on the Nasdaq National Market on such date multiplied by approximately
2.5 million shares of the Registrants common stock which were outstanding on
such date.

Indicate the number of shares outstanding of each of the Registrants classes
of common stock, as of the latest practicable date: As of March 17, 2003, there
were 3,461,742 shares of the Registrants common stock, par value $0.01 per
share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents (or portions thereof) are incorporated by reference
into the Parts of this Form 10-K/A: None.



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TABLE OF CONTENTS



|           |                                                                                                         |  |  |  |  |  |  | 
|---------- | ------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART III  
|           | ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS                                                              
|           | ITEM 11. EXECUTIVE COMPENSATION                                                                        
|           | ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|           | ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                                
|SIGNATURES



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PORTIONS AMENDED/EXPLANATORY NOTE

ARTISTDIRECT, Inc. previously anticipated incorporating by reference from
the definitive proxy statement for its 2003 Annual Meeting of Stockholders to
be filed with the Securities and Exchange Commission pursuant to Regulation 14A
not later than 120 days after the end of the fiscal year covered by this
report. However, in accordance with paragraph 3 of General Instruction G to
Form 10-K, we hereby amend Part III (Items 10, 11, 12 and 13) contained in our
Annual Report on Form 10-K for the fiscal year ended December 31, 2002,
originally filed with the Securities and Exchange Commission on March 31, 2003,
to provide the additional required information relating to our directors and
executive officers, executive compensation, security ownership of certain
beneficial owners and management and related stockholder matters, and certain
relationships and related transactions, as set forth below. Except as set
forth in Items 10, 11, 12 and 13 below, no other changes are made to our Report
on Form 10-K for the fiscal year ended December 31, 2002.




PART III




ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS

Directors, Executive Officers and Key Employees

The following table sets forth certain information regarding our
directors, executive officers and certain key employees as of March 31, 2003:

|                     |  |     |    |                             |  |                                                                
|-------------------- |  | --- | -- | --------------------------- |  | ---------------------------------------------------------------
|Name                 |  | Age |    | Positions with ARTISTdirect
|                     |  |     |    |                            
|Frederick W. Field   |  |     | 50 |                             |  | Chairman of the Board and Chief Executive Officer              
|Marc P. Geiger       |  |     | 40 |                             |  | Vice-Chairman of the Board and President, Artist
Services      
|Stephen M. Krupa     |  |     | 38 |                             |  | Director                                                       
|Benjamin S. A. Moody |  |     | 43 |                             |  | Director                                                       
|Jerry H. Rubinstein  |  |     | 64 |                             |  | Director                                                       
|Keith K. Yokomoto    |  |     | 40 |                             |  | President, Chief Operating Officer and Director                
|James B. Carroll     |  |     | 47 |                             |  | Executive Vice President, Chief Financial
Officer and Secretary
|Thomas F. Fuelling   |  |     | 41 |                             |  | Executive Vice President, Finance and Operations               

The following is a brief description of the capacities in which each of
our directors, executive officers and key employees has served during the past
five years.

Frederick W. Fieldhas served as our Chief Executive Officer and Chairman
of the Board since June 2001. Mr. Field also currently serves as Chief
Executive Officer of ARTISTdirect Records, LLC (a joint venture among
ARTISTdirect Recordings, Inc., our wholly-owned subsidiary, Radar Records, LLC,
an entity controlled by Mr. Field, and BMG Entertainment) and as Chairman of
the Board and Chief Executive Officer of Radar Pictures, Inc., a film
production company. From 1990 to 2001, Mr. Field served as Co-Chairman of
Interscope Records, a music production company. From 1979 to 1997, Mr. Field
served as Chairman of the Board and Chief Executive Officer of Interscope
Communications, Inc.





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Marc P. Geigerco-founded ARTISTdirect, Inc. and has served as President,
Artist Services and Vice-Chairman of the Board since June 2001. Mr. Geiger
served as Chief Executive Officer from our inception to June 2001 and as our
Chairman of the Board from July 1998 to June 2001. From January 1992 to
December 1996, Mr. Geiger was the Senior Vice President of Marketing, A&R and
New Media at American Recordings, Inc. From 1984 to 1991, Mr. Geiger worked as
a talent agent for Regency Artists, that was later acquired by the William
Morris Agency. In 1990, Mr. Geiger co-founded the Lollapalooza concert tour.

Stephen M. Krupahas served as a director since May 1999. Mr. Krupa is a
founding member and Managing Director of Psilos Group Managers, LLC, a private
venture capital fund focused on the digital media, information technology and
health care sectors. Mr. Krupa is currently a director of several private
technology and healthcare companies. From February 1995 to July 1998, Mr.
Krupa held various positions at Wasserstein Perella & Co., most recently as a
Vice President where he specialized in mergers and acquisitions advisory work.
Mr. Krupa received his B.S. in Mechanical Engineering from the University of
South Florida and his M.B.A. from the Wharton School of the University of
Pennsylvania.

Benjamin S. A. Moodyhas served as a director since March 2001. Mr. Moody
currently serves as Vice Chairman of CCM Investments, LLC and is a director of
several private companies. From June 1998 to June 2001, Mr. Moody served as
Vice Chairman and Chief Financial Officer of Cisneros Television Group, a media
entertainment company, as well as Managing Director and Chief Financial Officer
of Ibero-American Media Partners II, Ltd., a joint venture between the Cisneros
Group of Companies and Hicks, Muse, Tate & Furst Mr. Moody currently serves as
a director of several private companies. From June 1996 to June 1998, Mr.
Moody was a Managing Director of Violy, Byorum and Partners, LLC. From June
1992 to June 1996, Mr. Moody was a Vice President of Citicorp Securities, Inc.
Mr. Moody received his B.A. in English Language and Literature from Saint
Benets Hall, Oxford University.

Jerry H. Rubinsteinhas served as a director since October 2002. Mr.
Rubinstein is the founder, Chairman and Chief Executive Officer of Music
Imaging & Media, Inc., a digital music programming service for commercial
establishments. From 1986 to 1997, Mr. Rubinstein served as Chairman and Chief
Executive Officer of DMX, Inc., which operated Digital Music Express, a digital
music service delivered over cable television and satellite distribution. Mr.
Rubinstein holds a Bachelor of Science degree from University of California,
Los Angeles and a Doctorate of Jurisprudence from Loyola School of Law. He is
a member of the State Bar of California, a Certified Public Accountant and a
member of both the California Society and the American Institute of Certified
Public Accountants.

Keith
K. Yokomotoco-founded ARTISTdirect, Inc. and has served as
President since July 1999, as Chief Operating Officer since January 1997 and as
a director since July 1998. From September 1985 to January 1997, Mr. Yokomoto
was a manager of new ventures and business development and a project engineer
at Hughes Electronics. Mr. Yokomoto received his B.S. in Mechanical
Engineering from the University of California at San Diego and his M.B.A. from
the University of Southern California.

James B. Carrollhas served as Executive Vice President and Chief
Financial Officer since May 1999. Mr. Carroll has served as Secretary since
July 1999. From November 1994 to May 1999, Mr. Carroll was a Managing Director
in the Media & Entertainment Group at Bear, Stearns & Co. Inc., where he served
as an investment banker to companies primarily in broadcasting and new media.
From January 1989 to August 1994, Mr. Carroll was a Managing Director at Smith
Barney Inc., where he co-founded the Media & Communications Group and served on
the Investment Banking Management Committee. Mr. Carroll received his B.A. in
Psychology from Claremont McKenna College and his M.B.A. from Harvard Business
School.

Thomas F. Fuellinghas served as Executive Vice President, Finance and
Operations since April 2000. Mr. Fuelling previously served as Vice President,
Finance, from October 1999 through April 2000. From April 1998 to September
1999, Mr. Fuelling was Vice President, Finance and CFO of Sega GameWorks, LLC.
From December 1995 to March 1998, Mr. Fuelling was Executive Vice President,
Finance and CFO of Village Roadshow Pictures. From March 1994 to November
1995, Mr. Fuelling was Vice President and Controller of The Samuel Goldwyn
Company. From 1984 to 1994, Mr. Fuelling was a certified public accountant
with Price Waterhouse LLP in its Entertainment practice unit. Mr. Fuelling
received his B.S. in Business Administration from the University of Southern
California and his Master of Management from Northwestern University.

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Our executive officers are elected by the Board of Directors on an annual
basis and serve until their successors have been duly elected and qualified.
There are no family relationships among any of the directors or executive
officers of ARTISTdirect.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee of our Board of Directors currently consists of
Messrs. Krupa, Moody and Rubinstein. Clifford Friedman and Allen Lenard served
as members of our Compensation Committee from January 2002 until their
respective resignations in August and September 2002, and were replaced by
Messrs. Moody and Rubinstein. None of these individuals was an officer or
employee of ARTISTdirect at any time during the 2002 fiscal year or at any
other time. No current executive officer of ARTISTdirect has ever served as a
member of the board of directors or compensation committee of any other entity
that has or has had one or more executive officers serving as a member of our
Board of Directors or Compensation Committee. For the year ended December 31,
2002, we paid Lenard, Brisbin & Klotz LLP approximately $260,000 for legal
services provided to ARTISTdirect. Mr. Lenard, a former member of our Board of
Directors and Compensation Committee who resigned in September 2002, is
Managing Partner of Lenard, Brisbin & Klotz LLP.

Director Compensation

Directors who are not employees of ARTISTdirect or one of its subsidiaries
do not currently receive any cash compensation from ARTISTdirect for their
service as members of our Board of Directors or any Board committee. However,
directors are reimbursed for all reasonable travel and lodging expenses
incurred by them in attending Board and committee meetings. All directors are
eligible to participate in the ARTISTdirect 1999 Employee Stock Option Plan.

In January 2002, in connection with his initial appointment to our Board,
our Board granted Lee Masters, one of our former outside directors, an option
to purchase up to 20,000 shares of our common stock at a price per share of
$7.50. The option was immediately exercisable for 10,000 shares. The option
terminated as to the remaining 10,000 shares when Mr. Masters resigned from our
Board. At the time of the grant, the fair market value of our common stock was
$10.60 per share, based on the last reported sale on The Nasdaq National
Market. In April 2002, our Board granted Fredric Roberts, one of our former
outside directors, an option to purchase up to 20,000 shares of our common
stock at a price per share of $9.65, which was the last closing price of our
common stock as of the date of grant. The option is immediately exercisable
for 10,000 shares. The option terminated as to the remaining 10,000 shares
when Mr. Roberts resigned from our Board.

In October 2002, in connection with his initial appointment to our Board,
our Board granted Jerry Rubinstein, one of our current outside directors, an
option to purchase up to 20,000 shares of our common stock at a price per share
of $5.10, which was the last closing price of our common stock as of the date
of grant. The option is immediately exercisable for 10,000 shares and becomes
exercisable for the remaining shares in three equal annual installments upon
each anniversary of the date of grant, subject to Mr. Rubinsteins continued
service to ARTISTdirect. Also in October 2002, our Board granted Stephen Krupa
and Benjamin Moody, two of our outside directors, each an option to purchase up
to 20,000 shares of our common stock at a price per share of $4.80, which was
the last closing price of our common stock as of the date of grant. Each
option is immediately exercisable for 10,000 shares and becomes exercisable for
the remaining shares in three equal annual installments upon each anniversary
of the date of grant, subject to each of Messrs. Krupas and Moodys respective
continued service to ARTISTdirect.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

The members of our Board of Directors, our executive officers and persons
who hold more than 10% of our outstanding common stock are subject to the
reporting requirements of Section 16(a) of the Securities Exchange Act of 1934
which require them to file reports with respect to their ownership of our
common stock and their transactions in such common stock. Based upon (i) the
copies of Section 16(a) reports which we received from such persons for their
2002 fiscal year transactions in our common stock and their holdings of our
common stock, and (ii) the written representations received from one or more of
such persons that no annual Form 5 reports were required to be filed by them
for the 2002 fiscal year, Messrs. Krupa and Moody each filed one late Form 4
report covering

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one transaction each. Other than the foregoing instances, we believe that
the reporting requirements under Section 16(a) for such fiscal year were met in
a timely manner by our other directors, executive officers and greater than ten
percent beneficial owners.




ITEM 11. EXECUTIVE COMPENSATION

Summary of Cash and Certain Other Compensation

The following table provides certain summary information concerning the
compensation earned by ARTISTdirects Chief Executive Officer and each of the
three other most highly compensated executive officers of ARTISTdirect whose
salary and bonus for the 2002 fiscal year was in excess of $100,000, for
services rendered in all capacities to ARTISTdirect and its subsidiaries for
the fiscal years ended December 31, 2000, 2001 and 2002. No other executive
officers who would have otherwise been includable in such table on the basis of
salary and bonus earned for the 2002 fiscal year has been excluded by reason of
his or her termination of employment or change in executive status during that
year. The listed individuals shall be hereinafter referred to as the named
executive officers.

SUMMARY COMPENSATION TABLE

|                             |                             |      |      |           |  |          |                     |                    |              |             |   |                 |  |   |              |       |                       |  |           |         |  |  |   |         |    
|---------------------------- | --------------------------- | ---- | ---- | --------- |  | -------- | ------------------- | ------------------ | ------------ | ----------- | - | --------------- |  | - | ------------ | ----- | --------------------- |  | --------- | ------- |  |  | - | ------- | ---
|                             |                             |      |      |           |  |          |                     |                    |              |             |   |                 |  |   |              |       |                       |  | Long-Term |         |  |  |  
|                             |                             |      |      |           |  |          | Annual Compensation |                    | Compensation |             |   |                 | 
|                             |                             |      |      |           |  |          |                     |                    |              |             |   |                 | 
|                             |                             |      |      |           |  |          |                     |                    |              |             |   |                 |  |   |              |       |                       |  | Awards    |         |  |  |  
|                             |                             |      |      |           |  |          |                     |                    |              |             |   |                 |  |   | Other Annual |       | Securities Underlying |  | All Other
|Name and Principal Positions |                             | Year |      | Salary($) |  | Bonus($) |                     | Compensation($)(1) |              | Options (#) |   | Compensation($)
|                             |                             |      |      |           |  |          |                     |                    |              |             |   |                
|Frederick W. Field           |                             |      | 2002 |           |  | $        | 812,500             | (2)                |              | $           |  | (4)             |  | $ |             |       |                       |  |          |         |  |  |  |        
|                             | Chairman and                |      |      | 2001      |  |          |                     | 750,000            | (3)          |             |   |                |  |   |              |      |                       |  |           | 444,480 |  |  |   |        |    
|                             | Chief Executive Officer     |      |      |           |  |          |                     |                    |              |             |   |                 |  |   |              |       |                       |  |           |         |  |  |   |         |    
|Marc P. Geiger               |                             |      | 2002 |           |  |          | 458,333             |                    |              |             |  | (5)             |  |   | 7,800        |       |                       |  |          |         |  |  |  |        
|                             | Vice-Chairman and           |      |      | 2001      |  |          |                     | 325,000            |              |             |   | 350,000         |  |   |              | 7,800 |                       |  |           |        |  |  |   |        |    
|                             | President, Artist Services  |      |      | 2000      |  |          |                     | 156,250            |              |             |   | 120,833         |  |   |              | 1,300 |                       |  |           |        |  |  |   |        |    
|Keith K. Yokomoto            |                             |      | 2002 |           |  |          | 402,778             |                    |              |             |  | (6)             |  |   | 7,800        |       |                       |  |          |         |  |  |  |        
|                             | President, Chief Operating  |      |      | 2001      |  |          |                     | 325,000            |              |             |   | 350,000         |  |   |              | 7,800 |                       |  |           |        |  |  |   |        |    
|                             | Officer and Director        |      |      | 2000      |  |          |                     | 156,250            |              |             |   | 104,167         |  |   |              | 1,300 |                       |  |           | 69,682  |  |  |   |        |    
|James B. Carroll             |                             |      | 2002 |           |  |          | 250,000             |                    |              |             |  |                 |  |   | 7,800        |       |                       |  |          |         |  |  |  |        
|                             | Executive Vice President    |      |      | 2001      |  |          |                     | 150,000            |              |             |   | 100,000         |  |   |              | 7,800 |                       |  |           |        |  |  |   | 390,339 | (7)
|                             | and Chief Financial Officer |      |      | 2000      |  |          |                     | 156,250            |              |             |   | 79,167          |  |   |              |      |                       |  |           | 22,608  |  |  |   |        |    



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|(1) |  | Reflects car allowance.                                                                                                                                                                                                                                                                                                                                                           
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Includes $541,667 of salary received in connection with Mr. Fields
service as Chief Executive Officer of ARTISTdirect Records, LLC.
ARTISTdirect Records is a co-venture which is indirectly jointly owned by
ARTISTdirect and Mr. Field. See the section below titled Employment
Contracts, Termination of Employment and Change in Control Arrangements
for more information.
|   
|(3) |  | Includes $500,000 of salary received in connection with Mr. Fields
service as Chief Executive Officer of ARTISTdirect Records. ARTISTdirect
Records is a co-venture which is indirectly jointly owned by ARTISTdirect
and Mr. Field. See the section below titled Employment Contracts,
Termination of Employment and Change in Control Arrangements for more
information.     
|   
|(4) |  | From July 16, 2002, Mr. Field has elected to defer all of his salary
under his employment agreements with ARTISTdirect and ARTISTdirect
Records. During 2002, Mr. Field deferred $229,167 of salary from
ARTISTdirect and $458,334 of salary from ARTISTdirect Records. These
deferred amounts, net of                                                                            

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|    |  | applicable tax withholdings, will be paid in a cash lump sum by
ARTISTdirect and ARTISTdirect Records, respectively, within thirty days
after the consummation of a private financing of at least $20,000,000 or,
if earlier, the occurrence of (i) a merger, consolidation, sale of fifty
percent (50%) or more of the voting securities or sale of all or
substantially all of the assets of ARTISTdirect or ARTISTdirect Records,
respectively, (ii) Mr. Fields attainment of age 65, or (iii) the
termination of Mr. Fields employment with ARTISTdirect or ARTISTdirect
Records, respectively. See the section below titled Employment
Contracts, Termination of Employment and Change in Control Arrangements
for more information.                                                                                                                                                                                                    
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(5) |  | From November 1, 2002, Mr. Geiger has elected to defer 50% of his salary
under his employment agreement with ARTISTdirect. During 2002, Mr. Geiger
deferred $41,667 of salary. This deferred amount, net of applicable tax
withholdings, will be paid in a cash lump sum by ARTISTdirect within
thirty days after the consummation of a private financing of at least
$20,000,000 or, if earlier, the occurrence of (i) a merger, consolidation,
sale of fifty percent (50%) or more of the voting securities or sale of
all or substantially all of the assets of ARTISTdirect, (ii) Mr. Geigers
attainment of age 65, or (iii) the termination of Mr. Geigers employment
with ARTISTdirect. See the section below titled Employment Contracts,
Termination of Employment and Change in Control Arrangements for more
information.                                                                                                          
|   
|(6) |  | From August 1 through August 31, 2002, Mr. Yokomoto has elected to defer
33% of his salary, and from September 1, 2002, Mr. Yokomoto has elected to
defer 50% of his salary, under his employment agreement with ARTISTdirect.
During 2002, Mr. Yokomoto deferred $97,222 of salary. This deferred
amount, net of applicable tax withholdings, will be paid in a cash lump
sum by ARTISTdirect within thirty days after the consummation of a private
financing of at least $20,000,000 or, if earlier, the occurrence of (i) a
merger, consolidation, sale of fifty percent (50%) or more of the voting
securities or sale of all or substantially all of the assets of
ARTISTdirect, (ii) Mr. Yokomotos attainment of age 65, or (iii) the
termination of Mr. Yokomotos employment with ARTISTdirect. See the
section below titled Employment Contracts, Termination of Employment and
Change in Control Arrangements for more information.
|   
|(7) |  | Paid in connection with ARTISTdirects rescission offer completed in
December 2001, pursuant to which Mr. Carrolls options to purchase up to
45,918 shares of ARTISTdirects common stock were canceled in exchange for
this payment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

Stock Options and Stock Appreciation Rights

No stock options or stock appreciation rights were granted to the named
executive officers during the 2002 fiscal year.

Aggregated Option\Fiscal Year-End Value

The following table provides information, with respect to the named
executive officers, concerning unexercised options held by them at the end of
the 2002 fiscal year. None of the named executive officers exercised any stock
appreciation rights during the 2002 fiscal year and no stock appreciation
rights were held by the named executive officers at the end of such year.

AGGREGATED FISCAL YEAR-END OPTION VALUES

|                   |  |                                  |         |                                   |  |             |         |               |  |   |   |  |  |   |   | 
|------------------ |  | -------------------------------- | ------- | --------------------------------- |  | ----------- | ------- | ------------- |  | - | - |  |  | - | - | 
|                   |  | Number of Unexercised Options at |         | Value of Unexercised in-the-Money
|Name               |  | Fiscal Year End (#)              |         | Options at Fiscal Year End ($)   
|                   |  |                                  |         |                                  
|                   |  | Exercisable                      |         | Unexercisable                     |  | Exercisable |         | Unexercisable
|                   |  |                                  |         |                                   |  |             |         |              
|Frederick W. Field |  |                                  | 302,370 |                                   |  |             | 142,110 |               |  | $ | 0 |  |  | $ | 0 | 
|James B. Carroll   |  |                                  | 21,352  |                                   |  |             | 1,256   |               |  |   | 0 |  |  |   | 0 | 
|Keith K. Yokomoto  |  |                                  | 69,683  |                                   |  |             | 0       |               |  |   | 0 |  |  |   | 0 | 

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Employment Contracts, Termination of Employment and Change in Control Arrangements

ARTISTdirect has entered into employment agreements with its named
executive officers. The compensation and dates of employment under the
employment agreements are as follows:

Frederick Field

In May 2001, ARTISTdirect entered into an employment agreement and stock
option agreements with Frederick Field, its Chairman of the Board and Chief
Executive Officer. The employment agreement generally provides for the
following:



| |  | Mr. Field is paid an annual base salary of $500,000, plus bonus pool participation.                                                                                                                                                                                              
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | The term of the agreement expires May 31, 2006.                                                                                                                                                                                                                                  
| 
| |  | The employment agreement provides that if ARTISTdirect terminates Mr. Fields employment other than for cause,
disability or death, or Mr. Field terminates his employment for good reason, he will receive a lump sum payment equal
to the amount of his annual base salary for:



| | (1) |  | 50% of the remaining term of the employment
agreement if the termination occurs within the first 3 years
of his employment,
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------
|
| | (2) |  | 12 months if the termination occurs in the
fourth year of his employment, or                                               
|
| | (3) |  | the full remaining term of the employment
agreement if the termination occurs in the fifth year of his
employment.         



| |  | The above payments also will be made if Mr. Field terminates his
employment by written notice upon the commencement of any
arbitration proceeding to determine whether or not his
employment with ARTISTdirect Records may be terminated for good
reason and Mr. Fields employment with ARTISTdirect Records is
terminated for good reason.                                                                                                                                               
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | If Mr. Field terminates his employment by written notice upon
the commencement of any arbitration proceeding to determine
whether or not his employment with ARTISTdirect Records may be
terminated for cause and Mr. Field remains employed at
ARTISTdirect Records because the arbitrator determines that
ARTISTdirect Records is not entitled to terminate Mr. Fields
employment for cause, then the above payments will be made, but
the applicable pay period will be reduced by 50%.

ARTISTdirect also granted Mr. Field three non-plan, non-qualified stock
options to purchase 444,480 shares of common stock at an exercise price of
$7.50 per share, under the following stock option agreements:



| |  | One of the stock option agreements generally
provides that Mr. Fields right to purchase
302,370 shares is immediately exercisable
subject to a right of repurchase, and vests in
a series of 60 successive equal monthly
installments from June 29, 2001. The vesting
fully accelerates upon a change of control or
upon Mr. Fields cessation of service with
ARTISTdirect pursuant to an involuntary
termination. An involuntary termination
includes (i) ARTISTdirects termination of Mr.
Fields employment for reasons other than for
cause, (ii) a cessation of services pursuant to
Mr. Fields permanent disability or death and
(iii) Mr. Fields voluntary resignation for
good reason, as set forth in the employment
agreement. Permanent disability exists if Mr.
Field becomes unable to engage in any
substantial gainful activity by reason of any
medically determinable physical or mental
impairment that is expected to result in death
or has lasted or can be expected to last for a
continuous period of at least 12 months. In
addition, if Mr. Field terminates his
employment upon written notice in connection
with the commencement of any arbitration
proceeding to determine whether or not his
employment with ARTISTdirect Records may be
terminated for cause and Mr. Field remains
employed at ARTISTdirect Records because the
arbitrator determined that ARTISTdirect Records
was not entitled to terminate Mr. Fields
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

6



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##### Table of Contents





|  |  | employment for cause, then 50% of the then unvested option shares will
automatically accelerate so that they are immediately fully vested and
exercisable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | A second stock option agreement generally
provides that Mr. Fields right to purchase
75,588 shares vests and becomes exercisable
upon the occurrence prior to June 29, 2004 of
any one of the following events: (i) the 30-day
average closing sale price of ARTISTdirects
common stock or the consideration paid per
share in an acquisition of ARTISTdirect reaches
a minimum of $35.00 per share; (ii)
ARTISTdirects common stock is re-listed on The
Nasdaq National Market following a delisting;
(iii) a change of control occurs; or (iv) Mr.
Fields service with ARTISTdirect ceases
pursuant to an involuntary termination. If
none of the foregoing events occurs by June 29,
2004, then the option will terminate and none
of the option shares subject to the second
stock option agreement will vest or become
exercisable by Mr. Field.
| 
| |  | The third stock option agreement generally
provides that Mr. Fields right to purchase
66,522 shares vests and becomes exercisable
upon the occurrence prior to June 29, 2004 of
any one of the following events: (i) the 30-day
average closing sale price of ARTISTdirects
common stock or the consideration paid per
share in an acquisition of ARTISTdirect reaches
a minimum of $70.00 per share; (ii)
ARTISTdirects common stock is re-listed on The
Nasdaq National Market following a delisting;
(iii) a change of control occurs; or (iv) Mr.
Fields service with ARTISTdirect ceases
pursuant to an involuntary termination. If
none of the foregoing events occurs by June 29,
2004, then the option will terminate and none
of the option shares subject to the third
option agreement will vest or become
exercisable by Mr. Field.      

All three stock options expire no later than May 30, 2008. All three stock
options may also terminate prior to the expiration date as follows: (i) upon
the later of the 12 month anniversary of Mr. Fields cessation of service or
the expiration of Mr. Fields initial five-year employment term with
ARTISTdirect if Mr. Fields employment with ARTISTdirect ceases pursuant to an
involuntary termination; (ii) upon the earlier of the 12 month anniversary of
Mr. Fields cessation of service or the expiration of Mr. Fields initial
five-year employment term with ARTISTdirect if Mr. Field terminates his
employment pursuant to a termination with justification; (iii) upon the earlier
of the 90-day anniversary of Mr. Fields cessation of service or the expiration
date of the stock option if Mr. Field ceases to remain in ARTISTdirects
service for any reason other than an involuntary termination or a termination
with justification; (iv) immediately if ARTISTdirect terminates Mr. Fields
employment for cause; (v) upon the earlier of the 12 month anniversary of Mr.
Fields death or the expiration date of the stock option if Mr. Field ceases to
remain in ARTISTdirects service due to his death; and (vi) upon the latter of
the 12 month anniversary of Mr. Fields cessation of service with ARTISTdirect
or the expiration of Mr. Fields initial five-year employment term with
ARTISTdirect if Mr. Field ceases to remain in ARTISTdirects service due to his
permanent disability.

In addition, Mr. Field also serves as the Chief Executive Officer of
ARTISTdirect Records. Mr. Field has a five-year employment agreement with
ARTISTdirect Records, pursuant to which he is paid an annual base salary of
$1,000,000 plus certain benefits. If Mr. Field terminates his employment with
ARTISTdirect Records for good reason, he will receive a lump sum payment equal
to the amount of his annual base salary for (i) 50% of the remaining term of
the employment agreement if the termination occurs within the first 3 years of
his employment, (ii) 12 months if the termination occurs in the fourth year of
his employment or (iii) the full remaining term of the employment agreement if
the termination occurs in the fifth year of his employment. ARTISTdirect
Records may not terminate Mr. Fields employment other than for cause or due to
his disability or death.

From
July 16, 2002, Mr. Field has elected to defer salary that
he would have earned under his employment agreements with ARTISTdirect and ARTISTdirect
Records. In December 2002, ARTISTdirect and ARTISTdirect Records amended Mr.
Fields employment agreements to provide that the amount of Mr. Fields
deferred salary, net of applicable tax withholdings, will be paid in a cash
lump sum by ARTISTdirect and ARTISTdirect Records, respectively, within thirty
days after the consummation of a private financing of at least $20,000,000 or,
if earlier, the occurrence of (i) a merger, consolidation, sale of fifty
percent (50%) or more of the voting securities or sale of all or substantially
all of the assets of ARTISTdirect or ARTISTdirect Records, respectively, (ii)
Mr. Fields attainment of age 65, or (iii) the termination of Mr. Fields
employment with ARTISTdirect or ARTISTdirect Records, respectively.

7



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##### Table of Contents



Marc Geiger

In July 1998, ARTISTdirect had entered into an employment agreement with
Marc Geiger, its Vice-Chairman and President, Artist Services, which provided
for the following:



| |  | Mr. Geiger was paid an annual salary of $150,000 and a guaranteed annual bonus of $100,000.                                                    
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | The agreement provided for the payment of salary and a guaranteed bonus for twelve months after the date of termination if
the termination was:



| | (1) |  | other than due to a disability,                                                                                                                        
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (2) |  | other than for cause, such as the commission
of a felony, material dishonesty against ARTISTdirect, or
gross negligence in the performance of duties,
|
| | (3) |  | other than due to Mr. Geigers death, or                                                                                                               
|
| | (4) |  | for good reason, such as an adverse change of
duties, a reassignment of location, or a material breach of
ARTISTdirects obligations to Mr. Geiger.  



| |  | The agreement also provided that if Mr. Geigers employment was
terminated for cause or disability, or he resigned for other than good
reason, he would be prohibited, for a period of the later of one year
after the early termination of his employment, or the expiration of the
term of his employment agreement, from competing with ARTISTdirect or
attempting to hire any ARTISTdirect employees.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In June 2001, Mr. Geiger resigned his position as Chairman of the Board
and Chief Executive Officer and took the position of Vice Chairman of the Board
and President, Artist Services. Mr. Geiger also executed an agreement with
ARTISTdirect, effective as of April 27, 2001, agreeing that such changes in his
title and duties would not constitute good reason that would entitle him to
the severance pay described above if he chooses to terminate his employment.

In July 2001, ARTISTdirect amended Mr. Geigers original employment
agreement to provide for the following:



| |  | Mr. Geiger is paid an annual salary of $500,000 (to be reviewed
annually for any increases by ARTISTdirects Compensation Committee in
consultation with ARTISTdirects Chief Executive Officer), is entitled
to four weeks vacation each year, and is eligible to participate in
ARTISTdirects executive performance bonus pool and in the Artists &
Repertoire Bonus Plan of ARTISTdirect Records, LLC.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | The initial term of the amended agreement expires June 30, 2006.
Beginning July 1, 2006, and on each anniversary, the term of the
amended agreement will automatically be extended for an additional
one-year period unless written notice is provided otherwise.                                                                                                                                          
| 
| |  | Mr. Geiger is entitled to receive a one-time lump sum advance of
$300,000, representing a pre-payment of $60,000 against any monies
otherwise becoming payable to Mr. Geiger under ARTISTdirects
executive performance bonus pool for each year of the initial
five-year term of the amended agreement.                                                                                                   
| 
| |  | The amended agreement provides for the payment of $1,000,000 plus one
years salary (or whatever shorter period remains in the term of the
amended agreement) upon the termination of Mr. Geigers employment if
the termination was:                                                                                                                                                                      



| | (1) |  | other than due to a disability,
| | --- |  | -------------------------------

8



---



##### Table of Contents





| | (2) |  | other than for cause, such as the commission
of a felony, fraud or embezzlement, gross negligence or
willful misconduct in the performance of duties, material
breach of the amended agreement, or misappropriation of a
corporate opportunity,
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (3) |  | other than due to Mr. Geigers death, or                                                                                                                                                                                                         
|
| | (4) |  | for good reason, such as a material and
substantial reduction in title, responsibilities or duties, a
reassignment of location, or a material breach of
ARTISTdirects obligations to Mr. Geiger.                                              



| |  | If Mr. Geigers employment is terminated for cause or he resigns for
other than good reason, he must repay ARTISTdirect within 30 days the
amount, if any, by which the $300,000 advance exceeds the lesser of
(1) the amount earned by him under the executive performance bonus
pool or (2) the product of $5,000 and the number of full months that
have elapsed between July 1, 2001 and the employment termination date.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | The amended agreement provides that prior to the termination of his
employment, Mr. Geiger is prohibited from competing with ARTISTdirect.
In addition, for a period of one year after the expiration of the
amended agreement, Mr. Geiger is prohibited from hiring any of
ARTISTdirects employees.                                                                                                                        

From November 1, 2002, Mr. Geiger has elected to defer 50% of the salary
that he would have earned under his employment agreement with ARTISTdirect.
In December 2002, ARTISTdirect amended Mr. Geigers employment agreement to
provide that the amount of Mr. Geigers deferred salary, net of applicable tax
withholdings, will be paid in a cash lump sum by ARTISTdirect within thirty
days after the consummation of a private financing of at least $20,000,000 or,
if earlier, the occurrence of (i) a merger, consolidation, sale of fifty
percent (50%) or more of the voting securities or sale of all or substantially
all of the assets of ARTISTdirect, (ii) Mr. Geigers attainment of age 65, or
(iii) the termination of Mr. Geigers employment with ARTISTdirect.

Keith Yokomoto

In July 2001, ARTISTdirect entered into an employment agreement with Keith
Yokomoto, its President and Chief Operating Officer, which provides for the
following:



| |  | Mr. Yokomoto is paid an annual salary of $500,000 (to be reviewed
annually for any increases by ARTISTdirects Compensation Committee in
consultation with ARTISTdirects Chief Executive Officer), is entitled
to four weeks vacation each year, and is eligible to participate in
ARTISTdirects executive performance bonus pool and in the Artists &
Repertoire Bonus Plan of ARTISTdirect Records, LLC.       
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | The initial term of the agreement expires June 30, 2006. Beginning
July 1, 2006, and on each anniversary, the term of the agreement will
automatically be extended for an additional one-year period unless
written notice is provided otherwise.                                                                                                                                                                   
| 
| |  | Mr. Yokomoto is entitled to receive a one-time lump sum advance of
$300,000, representing a pre-payment of $60,000 against any monies
otherwise becoming payable to Mr. Yokomoto under the executive
performance bonus pool for each year of the initial five-year term of
the agreement.                                                                                                                           
| 
| |  | Mr. Yokomoto also is entitled to receive a performance-based stock
option to purchase shares of ARTISTdirects common stock at a per
share exercise price equal to the fair market value of its common
stock on the date of the option grant. The exact number of shares and
terms of the stock option will be determined by the Compensation
Committee in consultation with ARTISTdirects Chief Executive Officer.
| 
| |  | The agreement provides for the payment of $350,000 plus one years
salary (or whatever shorter period remains in the term of the
agreement) upon the termination of Mr. Yokomotos employment if the
termination was:                                                                                                                                                                                               



| | (1) |  | other than due to a disability,
| | --- |  | -------------------------------

9



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##### Table of Contents





| | (2) |  | other than for cause, such as the commission
of a felony, fraud or embezzlement, gross negligence or
willful misconduct in the performance of duties, material
breach of the agreement, or misappropriation of a corporate
opportunity,
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (3) |  | other than due to Mr. Yokomotos death, or                                                                                                                                                                                               
|
| | (4) |  | for good reason, such as a material and
substantial reduction in title, responsibilities or duties, a
reassignment of location, or a material breach of
ARTISTdirects obligations to Mr. Yokomoto.                                    



| |  | If Mr. Yokomotos employment is terminated for cause or he resigns for
other than good reason, he must repay ARTISTdirect within 30 days the
amount, if any, by which the $300,000 advance exceeds the lesser of
(1) the amount earned by him under the executive performance bonus
pool or (2) the product of $5,000 and the number of full months that
have elapsed between July 1, 2001 and the employment termination date.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | The agreement provides that prior to the termination of his
employment, Mr. Yokomoto is prohibited from competing with
ARTISTdirect. In addition, for a period of one year after the
expiration of the agreement, Mr. Yokomoto is prohibited from hiring
any of ARTISTdirects employees.                                                                                                                                      

From August 1, 2002 through August 31, 2002, Mr. Yokomoto has elected to
defer 33% of the salary that he would have earned under his employment
agreement with ARTISTdirect, and from September 1, 2002, Mr. Yokomoto has
elected to defer 50% of the salary that he was due to receive. In December
2002, ARTISTdirect amended Mr. Yokomotos employment agreement to provide that
the amount of Mr. Yokomotos deferred salary, net of applicable tax
withholdings, will be paid in a cash lump sum by ARTISTdirect within thirty
days after the consummation of a private financing of at least $20,000,000 or,
if earlier, the occurrence of (i) a merger, consolidation, sale of fifty
percent (50%) or more of the voting securities or sale of all or substantially
all of the assets of ARTISTdirect, (ii) Mr. Yokomotos attainment of age 65, or
(iii) the termination of Mr. Yokomotos employment with ARTISTdirect.

James Carroll

In May 1999, ARTISTdirect entered into an employment agreement with James
Carroll, its Chief Financial Officer, which provides for the following:



| |  | Mr. Carroll is paid an annual salary of $150,000 and a guaranteed annual bonus of $50,000.                                                                                                                                                                                                                               
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | The term of the agreement expired May 23, 2002 and no additional agreement was executed.                                                                                                                                                                                                                                 
| 
| |  | The employment agreement provides that if Mr. Carrolls employment is terminated other than due to a disability, death or
for cause, such as the commission of a felony, material dishonesty against ARTISTdirect, or gross negligence in the
performance of duties, he will be paid his base salary for the lesser of:



| | (1) |  | six months after the date of termination, or
| | --- |  | --------------------------------------------
|
| | (2) |  | the remainder of the agreement.             



| |  | If Mr. Carroll is terminated for cause, he is prohibited from competing
with ARTISTdirect until the date the agreement would otherwise have
expired. Mr. Carroll is also prohibited from attempting to hire any of
ARTISTdirects employees for one year following the later of:
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (1) |  | the date the agreement expires, or
| | --- |  | ----------------------------------
|
| | (2) |  | the actual date of termination.   

In 2000, the Board increased Mr. Carrolls guaranteed annual bonus to
$100,000.

10



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##### Table of Contents



The Compensation Committee of the Board of Directors has the authority to
provide for accelerated vesting of the shares of our common stock subject to
any outstanding options held by the Chief Executive Officer or any other
executive officer or any unvested share issuances actually held by such
individual, in connection with certain changes in control of ARTISTdirect or
the subsequent termination of the officers employment following the change in
control event.

11



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##### Table of Contents






|         |  |                                                                                               
|-------- |  | ----------------------------------------------------------------------------------------------
|ITEM 12. |  | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information known to ARTISTdirect
with respect to the beneficial ownership of ARTISTdirects common stock as of
March 17, 2003 by (i) all persons who are beneficial owners of five percent
(5%) or more of ARTISTdirects common stock, (ii) each current director, (iii)
the executive officers named in the Summary Compensation Table of the Executive
Compensation section of this Form 10-K/A and (iv) all current directors and
executive officers as a group. Unless otherwise indicated, each of the
stockholders has sole voting and investment power with respect to the shares
beneficially owned, subject to community property laws, where applicable.

|                                                                        |                                    |       |              |           |              |  |            |   | 
|----------------------------------------------------------------------- | ---------------------------------- | ----- | ------------ | --------- | ------------ |  | ---------- | - | 
|                                                                        |                                    |       |              |           |              |  | Percentage
|                                                                        |                                    |       | Shares       |           | of Shares   
|                                                                        |                                    |       | Beneficially |           | Beneficially
|Beneficial Owner                                                        |                                    | Owned |              | Owned (1)
|                                                                        |                                    |       |              |          
|Entities affiliated with Constellation Venture Capital, L.P. (2)        |                                    |       | 275,113      |           |              |  | 8.0        | %
|                                                                        | 575 Lexington Avenue               |       |              |           |              |  |            |   | 
|                                                                        | New York, New York 10022           |       |              |           |              |  |            |   | 
|Universal Music Group, Inc.                                             |                                    |       | 312,500      |           |              |  | 9.0        | %
|                                                                        | 2220 Colorado Avenue               |       |              |           |              |  |            |   | 
|                                                                        | Santa Monica, California 90404     |       |              |           |              |  |            |   | 
|Donald P. Muller                                                        |                                    |       | 329,177      |           |              |  | 9.5        | %
|                                                                        | c/o Creative Artists Agency        |       |              |           |              |  |            |   | 
|                                                                        | 9830 Wilshire Blvd                 |       |              |           |              |  |            |   | 
|                                                                        | Beverly Hills, California 90212    |       |              |           |              |  |            |   | 
|Rick Rubin                                                              |                                    |       | 362,022      |           |              |  | 10.5       | %
|                                                                        | c/o Alan S. Halfon & Company       |       |              |           |              |  |            |   | 
|                                                                        | 9595 Wilshire Boulevard, Suite 505 |       |              |           |              |  |            |   | 
|                                                                        | Beverly Hills, California 90212    |       |              |           |              |  |            |   | 
|Coghill Capital Management, L.L.C                                       |                                    |       | 263,165      |           |              |  | 7.6        | %
|                                                                        | One North Wacker Drive, Suite 4725 |       |              |           |              |  |            |   | 
|                                                                        | Chicago, Illinois 60606            |       |              |           |              |  |            |   | 
|Frederick W. Field (3)                                                  |                                    |       | 302,370      |           |              |  | 8.0        | %
|Marc P. Geiger                                                          |                                    |       | 337,740      |           |              |  | 9.8        | %
|Keith K. Yokomoto (4)                                                   |                                    |       | 241,619      |           |              |  | 6.9        | %
|James B. Carroll (5)                                                    |                                    |       | 33,790       |           |              |  | *          |  
|Stephen M. Krupa (6)                                                    |                                    |       | 88,746       |           |              |  | 2.6        | %
|Benjamin S. A. Moody (7)                                                |                                    |       | 10,150       |           |              |  | *          |  
|Jerry H. Rubinstein (8)                                                 |                                    |       | 10,000       |           |              |  | *          |  
|All current directors and executive officers as a group (7 persons) (9) |                                    |       | 1,003,511    |           |              |  | 26.0       | %



---

|* |  | Represents less than 1%.
|- |  | ------------------------

12



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##### Table of Contents





|(1) |  | Beneficial ownership is determined in accordance with the rules of the Securities and Exchange
Commission and includes voting or investment power with respect to the securities. Common
stock subject to options or warrants that are currently exercisable or exercisable within 60
days of March 17, 2003 are deemed to be outstanding and to be beneficially owned by the person
or group holding such options or warrants for the purpose of computing the percentage ownership
of such person or group but are not treated as outstanding for the purpose of computing the
percentage ownership of any other person or group. Unless otherwise indicated, the address for
each of the individuals listed in the table is care of ARTISTdirect, Inc., 5670 Wilshire
Boulevard, Suite 200, Los Angeles, California, 90036. Unless otherwise indicated by footnote,
the persons named in the table have sole voting and sole investment power with respect to all
shares of ARTISTdirect common stock shown as beneficially owned by them, subject to applicable
community property laws. Percentage of beneficial ownership is based on 3,461,742 shares of
common stock outstanding as of March 17, 2003 and reflects the effect of ARTISTdirects
rescission offer that was consummated in December 2001, pursuant to which ARTISTdirect
purchased approximately 83,403 shares of its common stock, as well as the effect of
ARTISTdirects one-for-ten reverse stock split effected in July 2001.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Consists of (a) 226,379 shares held by Constellation Venture Capital, L.P. and (b) 48,734
shares held by Constellation Ventures (BVI), Inc. One of ARTISTdirects former directors,
Clifford Friedman, is President and Chief Executive Officer of Constellation Ventures (BVI),
Inc. and a member of Constellation Ventures Management, LLC, the general partner of
Constellation Venture Capital, L.P. As such, Mr. Friedman may be deemed to exercise voting and
investment power over such shares. Mr. Friedman disclaims beneficial ownership of such shares,
except to the extent of his proportionate interest therein.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|(3) |  | Consists of 302,370 shares subject to immediately exercisable options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|(4) |  | Includes (a) 37,102 shares held by Mr. Yokomoto as trustee of the Geiger Childrens Trust, (b)
37,102 shares held by Mr. Yokomoto as trustee of the Muller Childrens Trust and (c) 62,714
shares subject to immediately exercisable options. Mr. Yokomoto has sole voting and
dispositive power over these shares. Mr. Yokomoto disclaims beneficial ownership of these
shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|(5) |  | Includes 22,608 shares subject to immediately exercisable options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|(6) |  | Consists of (a) 78,353 shares held by Psilos Group Partners, L.P., (b) 393 shares held by
Psilos Group Investors, LLC and (c) 10,000 shares subject to immediately exercisable options.
Mr. Krupa is a member of Psilos Group Investors, LLC, which is the general partner of Psilos
Group Partners, L.P. As such, Mr. Krupa may be deemed to exercise voting and investment power
over such shares. Mr. Krupa disclaims beneficial ownership of such shares, except to the
extent of his proportionate interest therein.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|(7) |  | Includes 10,000 shares subject to immediately exercisable options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|(8) |  | Consists of 10,000 shares subject to immediately exercisable options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|(9) |  | Includes the information set forth in notes 1-8 above. In addition, 20,904 of the shares
issuable upon the exercise of options held by Mr. Yokomoto are subject to an agreement between
ARTISTdirect and Marc Geiger, pursuant to which, if such options are exercised, ARTISTdirect
will redeem the same number of shares currently held by Mr. Geiger at the exercise price of the
options. Accordingly, the number of shares indicated for the group is adjusted to avoid
double-counting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

13



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##### Table of Contents



Equity Compensation Plan Information

The following table provides information as of December 31, 2002 with
respect to the shares of our common stock that may be issued under our existing
equity compensation plans. The table does not include information with respect
to shares subject to outstanding options granted under equity compensation
plans assumed by ARTISTdirect in connection with mergers and acquisitions of
the companies that originally granted those options. Footnote (6) to the table
sets forth the total number of shares of our common stock issuable upon the
exercise of those assumed options as of December 31, 2002, and the weighted
average exercise price of those options. We do not intend to grant further
options under those assumed plans.

|                                                           |  |                                                                        |         |                                                       |  |                                                                                                                                       |       |  |  |  |           |    
|---------------------------------------------------------- |  | ---------------------------------------------------------------------- | ------- | ----------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------- | ----- |  |  |  | --------- | ---
|                                                           |  | A                                                                      |         | B                                                     |  | C                                                                                                                                    
|                                                           |  |                                                                        |         |                                                       |  |                                                                                                                                      
|                                                           |  | Number of Securities to be Issued Upon Exercise of Outstanding Options |         | Weighted Average Exercise Price ofOutstanding Options |  | Number of Securities RemainingAvailable for Future IssuanceUnder Equity CompensationPlans (Excluding SecuritiesReflected in Column A)
|                                                           |  |                                                                        |         |                                                       |  |                                                                                                                                      
|Equity
Compensation Plans Approved by Shareholders (1)     |  |                                                                        | 444,480 | (3)                                                   |  | $                                                                                                                                     | 7.50  |  |  |  | 88,206    | (4)
|Equity
Compensation Plans Not Approved by Shareholders (2) |  |                                                                        | 307,416 |                                                       |  | $                                                                                                                                     | 67.85 |  |  |  | 1,304,954 | (5)
|Total                                                      |  |                                                                        | 751,896 |                                                       |  | $                                                                                                                                     | 32.17 |  |  |  | 1,393,160 |    



---

|(1) |  | Consists solely of the 1999 Employee Stock Purchase Plan and the stock
options granted to our Chairman and Chief Executive Officer, Frederick Field,
as part of an individual compensation arrangement in connection with his
initial employment agreement with ARTISTdirect.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Consists solely of the 1999 Employee Stock Option Plan, the 1999 Artist
Stock Option Plan and the 1999 Artist and Artist Advisor Stock Option Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|(3) |  | Excludes purchase rights accruing under ARTISTdirects 1999 Employee Stock
Purchase Plan that has a shareholder approved initial reserve of 50,000 shares.
Under the Purchase Plan, each eligible employee may purchase up to 75 shares
of common stock at semi-annual intervals on the last business day of April and
October each year at a purchase price per share equal to 85% of the lower of
(i) the fair market value per share of common stock on the employees entry
date into the two-year offering period in which that semi-annual purchase date
occurs or (ii) the fair market value per share on the semi-annual purchase
date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|(4) |  | Consists of shares available for future issuance under the 1999 Employee
Stock Purchase Plan. As of December 31, 2002, an aggregate of
88,206 shares
of common stock were available for issuance under the 1999 Employee Stock
Purchase Plan. The number of shares of common stock available for issuance
under the 1999 Employee Stock Purchase Plan automatically increases on the
first trading day of January each calendar year by an amount equal to 1.0% of
the total number of shares of common stock outstanding on the last trading day
of December in the immediately preceding calendar year, but in no event will
any such annual increase exceed 25,000 shares of common stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|(5) |  | Consists of shares available for future issuance under the 1999 Employee
Stock Option Plan, the 1999 Artist Stock Option Plan and the 1999 Artist and
Artist Advisor Stock Option Plan. As of December 31, 2002, an aggregate of
553,179 shares of common stock were available for issuance under the 1999
Employee Stock Option Plan, 527,311 shares of common stock were available for
issuance under the 1999 Artist Stock Option Plan and 224,464 shares of common
stock were available for issuance under the 1999 Artist and Artist Advisor
Stock Option Plan. The number of shares of common stock available for issuance
under each of the 1999 Employee Stock Option Plan and the 1999 Artist Stock
Option Plan automatically increases on the first trading day of January each
calendar year by an amount equal to 2.0%, respectively, of the total number of
shares of common stock outstanding on the last trading day of December in the
immediately preceding calendar year, but in no event will any such annual
increase exceed 87,500 shares of common stock, respectively. The number of
shares of common stock available for

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|    |  | issuance under the 1999 Artist and Artist Advisor Stock Option Plan
automatically increases on the first trading day of January each calendar year
by an amount equal to 1.0% of the total number of shares of common stock
outstanding on the last trading day of December in the immediately preceding
calendar year, but in no event will any such annual increase exceed 37,500
shares of common stock. We do not intend to grant further options under the
1999 Artist Stock Option Plan or the 1999 Artist and Artist Advisor Stock
Option Plan.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(6) |  | The table does not include information for the Audio Explosion 1998 Stock
Option Plan and the Mjuice.com, Inc. 1999 Stock Option Plan that we assumed in
connection with our August 2000 acquisition of Mjuice.com, Inc. As of December
31, 2002, no shares of our common stock were issuable upon exercise of
outstanding options under those assumed plans. We do not intend to grant
further options under those assumed plans.                                                                                                                    

The 1999 Employee Stock Option Plan

The 1999 Employee Stock Option Plan became effective on October 6, 1999 in
connection with our conversion from ARTISTdirect, LLC into ARTISTdirect, Inc.
All options to purchase membership units in the limited liability company which
were outstanding at the time of such conversion were assumed by the corporation
and converted into options for shares of our common stock. The number of
shares subject to each assumed and converted option was equal to the number of
membership units in the limited liability company which were subject to that
option immediately prior to the conversion, and the exercise price per share
remained the same as the per unit exercise price in effect under the option at
the time of conversion. Except for the conversion of the securities subject to
the option into shares of our common stock, each option will continue to be
governed by the terms of the agreement evidencing that option at the time of
our conversion into a corporation.

The 1999 Employee Stock Option Plan is a non-shareholder approved plan
under which options may be granted to employees, non-employee members of our
Board of Directors, and consultants and other independent advisors in our
employ or service. The number of shares of common stock issuable over the term
of the 1999 Employee Stock Option Plan was initially 650,000 shares and
increased by 75,593 shares and 75,592 shares on January 1, 2001
and 2002, respectively, for a total of 801,185 on December 31,
2002 (subject to
adjustment for certain changes in our capital structure). The share reserve
will automatically increase on the first trading day in January each calendar
year by an amount equal to 2.0% of the total number of shares of our common
stock outstanding on the last trading day in December in the immediately
preceding calendar year, but in no event will any such annual increase exceed
87,500 shares.

All option grants under the 1999 Employee Stock Option Plan will have an
exercise price per share equal to the fair market value per share of our common
stock on the grant date. Each option will vest in installments over the
optionees period of service with ARTISTdirect. The options will vest on an
accelerated basis in the event ARTISTdirect is acquired and those options are
not assumed or replaced by the acquiring entity. The options that were granted
while we were a limited liability company, however, will terminate in the event
ARTISTdirect is acquired and those options are not assumed by the acquiring
entity (unless their vesting is accelerated by our Compensation Committee).
Each option will have a maximum term (not to exceed 10 years) set by the plan
administrator (our Compensation Committee) at the time of grant, subject to
earlier termination following the optionees cessation of employment. All
options are non-statutory options under the Federal tax law, unless they are
incentive stock options granted to employees.

The 1999 Artist Stock Option Plan

The 1999 Artist Stock Option Plan became effective on October 6, 1999 in
connection with our conversion from ARTISTdirect, LLC into ARTISTdirect, Inc.
All options to purchase membership units in the limited liability company which
were outstanding at the time of such conversion were assumed by the corporation
and converted into options for shares of our common stock. The number of
shares subject to each assumed and converted option was equal to the number of
membership units in the limited liability company which were subject to that
option immediately prior to the conversion, and the exercise price per share
remained the same as the per unit exercise price in effect under the option at
the time of conversion. Except for the conversion of the securities subject to
the option into shares of our common stock, each option will continue to be
governed by the terms of the agreement evidencing that option at the time of
our conversion into a corporation.

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The 1999 Artist Stock Option Plan is a non-shareholder approved plan under
which options were granted to performing artists who provided products and
services through the ARTISTchannel Web sites we operate and maintain for them
pursuant to ARTISTchannel agreements. The number of shares of common stock
issuable over the term of the 1999 Artist Stock Option Plan was initially
400,000 shares and increased by 75,593 shares and 75,592 shares on January 1,
2001 and 2002, respectively, for a total of 551,185 as of
December 31, 2002 (subject to adjustment for certain changes in our capital structure). The
share reserve will automatically increase on the first trading day in January
each calendar year by an amount equal to 2.0% of the total number of shares of
our common stock outstanding on the last trading day in December in the
immediately preceding calendar year, but in no event will any such annual
increase exceed 87,500 shares.

All option grants under the 1999 Artist Stock Option Plan have an exercise
price per share equal to the fair market value per share of our common stock on
the grant date. Each option vests in installments over the period the
optionees ARTISTchannel agreement remains in effect. The options will vest on
an accelerated basis in the event ARTISTdirect is acquired and those options
are not assumed or replaced by the acquiring entity. Each option has a maximum
term (not to exceed 10 years) set by the plan administrator (our Compensation
Committee) at the time of grant, subject to earlier termination following the
termination of the optionees ARTISTchannel agreement. All options are
non-statutory options under the Federal tax law.

The 1999 Artist and Artist Advisor Stock Option Plan

The 1999 Artist and Artist Advisor Stock Option Plan became effective on
October 6, 1999 in connection with our conversion from ARTISTdirect, LLC into
ARTISTdirect, Inc. All options to purchase membership units in the limited
liability company which were outstanding at the time of such conversion were
assumed by the corporation and converted into options for shares of our common
stock. The number of shares subject to each assumed and converted option was
equal to the number of membership units in the limited liability company which
were subject to that option immediately prior to the conversion, and the
exercise price per share remained the same as the per unit exercise price in
effect under the option at the time of conversion. Except for the conversion
of the securities subject to the option into shares of our common stock, each
option will continue to be governed by the terms of the agreement evidencing
that option at the time of our conversion into a corporation.

The 1999 Artist and Artist Advisor Stock Option Plan is a non-shareholder
approved plan under which options were granted to performing artists and their
attorneys, business managers, agents and other advisors who provided services
to us. The number of shares of common stock issuable over the term of the 1999
Artist and Artist Advisor Stock Option Plan was initially 185,000 shares and
increased by 37,500 shares on January 1, 2001 and 2002,
respectively to a total of 260,000 as of December 31, 2002 (subject to
adjustment for certain changes in our capital structure). The share reserve
will automatically increase on the first trading day in January each calendar
year by an amount equal to 1.0% of the total number of shares of our common
stock outstanding on the last trading day in December in the immediately
preceding calendar year, but in no event will any such annual increase exceed
37,500 shares.

All option grants under the 1999 Artist and Artist Advisor Stock Option
Plan have an exercise price per share equal to the fair market value per share
of our common stock on the grant date. Each option vests in installments over
the optionees period of service with ARTISTdirect. The options will vest on
an accelerated basis in the event ARTISTdirect is acquired and those options
are not assumed or replaced by the acquiring entity. Each option has a maximum
term (not to exceed 10 years) set by the plan administrator (our Compensation
Committee) at the time of grant, subject to earlier termination following the
termination of the optionees service for cause. All options are non-statutory
options under the Federal tax law.

Share issuances under the 1999 Employee Stock Option Plan, the 1999 Artist
Stock Option Plan and the 1999 Artist and Artist Advisor Stock Option Plan will
not reduce or otherwise affect the number of shares of common stock available
for issuance under the 1999 Employee Stock Purchase Plan, and share issuances
under 1999 Employee Stock Purchase Plan will not reduce or otherwise affect the
number of shares of common stock available for issuance under the 1999 Employee
Stock Option Plan, the 1999 Artist Stock Option Plan and the 1999 Artist and
Artist Advisor Stock Option Plan.

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|         |  |                                               
|-------- |  | ----------------------------------------------
|ITEM 13. |  | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Since January 1, 2002 there has not been any transaction or series of
similar transactions to which ARTISTdirect was or is a party in which the
amount involved exceeded or exceeds $60,000 and in which any director,
executive officer, holder of more than 5% of any class of our voting
securities, or any member of the immediate family of any of the foregoing
persons had or will have a direct or indirect material interest, other than as
set forth above under Executive Compensation or as described below.

Transactions with Frederick Field

In August 2002, our Board of Directors approved a bridge loan agreement to
accelerate up to $10 million of its $45 million funding commitment to
ARTISTdirect Records, LLC, a record label venture owned by ARTISTdirect, BMG
and Radar Records Holdings, LLC (an entity owned by our Chairman and Chief
Executive Officer, Frederick Field). This funding was in addition to the $15
million that we were obligated to advance to ARTISTdirect Records in 2002 as
part of the initial $50 million funding commitment. As consideration for
entering into the bridge loan agreement and funding the additional $10 million,
we received an additional 20% interest in ARTISTdirect Records from Radar
Records which resulted in an increase in our ownership share of ARTISTdirect
Records to 65% from 45% and a decrease in Mr. Fields indirect ownership share
to 30% from 50%. The bridge loan agreement also provides that any dilution
from the issuance of equity interests in ARTISTdirect Records that would have
been borne solely by ARTISTdirect will be borne both by Radar Records and
ARTISTdirect pro rata with their then respective ownership interests.
Furthermore, the bridge loan agreement provides for Radar Records to guarantee
a 25% minimum annual compounded return to be realized from our advances and
equity interests in ARTISTdirect Records.

Employment Agreements

In the 2002 fiscal year, we entered into agreements with several of our
named executive officers to defer their future salary. See the section above
titled Employment Contracts, Termination of Employment and Change in Control
Arrangements for information on these agreements.

Payments to Legal Counsel

For the year ended December 31, 2002, we paid Lenard, Brisbin & Klotz LLP
approximately $260,000 for legal services provided to ARTISTdirect. Mr.
Lenard, one of our former directors who resigned from our Board in September
2002, is Managing Partner of Lenard, Brisbin & Klotz LLP.

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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.

|                     |  |                    |  |                                                  
|-------------------- |  | ------------------ |  | -------------------------------------------------
|                     |  | ARTISTDIRECT, INC.
|                     |  |                    |  |                                                  
|Date: April 30, 2003 |  | By:                |  | /s/ FREDERICK W.
FIELD                           
|                     |  |                    |  |                                                  
|                     |  |                    |  | Frederick W. Field                               
|                     |  |                    |  | Chief Executive Officer and Chairman of the Board

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report on Form 10-K/A has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.

|                                            |  |                                                                                                   |  |               
|------------------------------------------- |  | ------------------------------------------------------------------------------------------------- |  | --------------
|Signature                                   |  | Title                                                                                             |  | Date          
|                                            |  |                                                                                                   |  |               
|/s/ FREDERICK W. FIELD                      |  |                                                                                                   |  |               
|Frederick W. Field                          |  | Chief Executive Officer
and Chairman of the Board
(Principal Executive
Officer)                   |  | April 30, 2003
|                                            |  |                                                                                                   |  |               
|MARC P. GEIGER*

Marc P. Geiger             |  | Vice-Chairman of the Board
and President, Artist
Services                                         |  | April 30, 2003
|                                            |  |                                                                                                   |  |               
|KEITH YOKOMOTO*

Keith Yokomoto             |  | President, Chief Operating
Officer and Director                                                   |  | April 30, 2003
|                                            |  |                                                                                                   |  |               
|/s/ JAMES B. CARROLL                        |  |                                                                                                   |  |               
|James B. Carroll                            |  | Executive Vice President
and Chief Financial
Officer (Principal
Financial and Accounting
Officer) |  | April 30, 2003
|                                            |  |                                                                                                   |  |               
|JERRY H. RUBINSTEIN*

Jerry H. Rubinstein   |  | Director                                                                                          |  | April 30, 2003
|                                            |  |                                                                                                   |  |               
|BENJAMIN S. A. MOODY*

Benjamin S. A. Moody |  | Director                                                                                          |  | April 30, 2003
|                                            |  |                                                                                                   |  |               
|STEPHEN M. KRUPA*

Stephen M. Krupa         |  | Director                                                                                          |  | April 30, 2003
|                                            |  |                                                                                                   |  |               
|                                            |  |                                                                                                   |  |               
|*Power of attorney                          |  |                                                                                                   |  |               
|                                            |  |                                                                                                   |  |               
|By:/s/ JAMES B. CARROLL                     |  |                                                                                                   |  |               
|                                            |  |                                                                                                   |  |               
|James B. Carroll                            |  |                                                                                                   |  |               
|Attorney-in-Fact                            |  |                                                                                                   |  |               

18