UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 1)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Fairmarket, Inc.
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(Name of Issuer)
Common Stock, $.001 par value
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(Title of Class of Securities)
305158107
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(CUSIP Number)
Mr. James Mitarotonda
c/o Barington Capital Group, L.P.
888 Seventh Avenue, 17th Floor
New York, N.Y. 10019
(212) 974-5700
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(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
May 7, 2002
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(Date of Event Which Requires Filing
of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following
box: |_|.
Introduction. This Amendment No. 1 amends and supplements the Schedule
13D, dated February 25, 2002 (the "Schedule 13D"), filed with the Securities and
Exchange Commission by JHC Investment Partners, LLC, musicmaker.com, Inc.,
Jewelcor Management, Inc. and Barington Companies Equity Partners, L.P., with
respect to the common stock, $.001 par value of Fairmarket, Inc., a Delaware
corporation (the "Company"). The principal executive offices of the Company are
located at 500 Unicorn Park Drive, Woburn, Massachusetts 01801.
Item 4 of the Schedule 13D, "Purpose of the Transaction," is amended by
adding the following:
As announced by press release on May 9, 2002, as of May 7, 2002, the
Company and the Reporting Persons, among others, entered into a Settlement and
Standstill Agreement whereby (1) the Company agreed to enlarge the Company's
Board of Directors from four to five and appoint Joseph R. Wright, Jr. to fill
the vacancy resulting therefrom, (2) musicmaker.com, Inc. agreed to withdraw its
Stockholder Nomination (as defined in that Agreement) and refrain from
contesting the election of directors at the Company's 2002 annual meeting and
(3) the Company and the Reporting Persons, among others, agreed to resolve all
matters between them, including those matters at issue in or with respect to the
Stockholder Nomination.
Item 7 of the Schedule 13D, "Materials to be Filed as Exhibits," is
amended by adding the following:
3. Settlement and Standstill Agreement dated as of May 7, 2002, by and
between Fairmarket, Inc. and Barington Capital Group, L.P.,
Barington Companies Equity Partners, L.P., JHC Investment
Partners, LLC, Jewelcor Management, Inc. and musicmaker.com, Inc.
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SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
Schedule 13D--Amendment No. 1 is true, complete and correct.
Dated: May 24, 2002
JHC INVESTMENT PARTNERS, LLC
By Barington Capital Group, L.P., its Managing Member
By LNA Capital Corp., its General Partner
By /s/ James A. Mitarotonda
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Name: James A. Mitarotonda
Title: Chief Executive Officer
MUSICMAKER.COM, INC.
By /s/ James A. Mitarotonda
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Name: James A. Mitarotonda
Title: President and Chief Executive Officer
JEWELCOR MANAGEMENT, INC.
By /s/ Seymour Holtzman
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Name: Seymour Holtzman
Title: Chairman and Chief Executive Officer
BARINGTON COMPANIES EQUITY PARTNERS, L.P.
By Barington Companies Investors, LLC, its general
partner
By /s/ James A. Mitarotonda
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Name: James A. Mitarotonda
Title: President and Chief Executive Officer
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