SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) July 22, 2003 Liquid Audio, Inc. (Exact name of registrant as specified in its charter) Delaware 0-25977 77-0421089 -------- ------- ---------- (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation) Identification No.) 888 Seventh Avenue 17th Floor New York, NY 10019 ------------------------------ (Address of principal executive offices) Registrant's telephone number, including area code: (212) 974-5730 N/A --- Former Name or Former Address, if Changed Since Last Report Item 5. Other Events. On July 22, 2003, Liquid Audio, Inc. (the "Company") issued a press release providing details of the members of the Audit Committee, the Compensation Committee and the Nominating Committee. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. 99.1 Press release providing details of the members of the Audit Committee, the Compensation Committee and the Nominating Committee. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: July 22, 2003 LIQUID AUDIO, INC. By: /s/ Melvyn Brunt ------------------------------------ Melvyn Brunt Chief Financial Officer