Shareholders to Napster: Try harder to sell yourself


This article was originally on a blog post platform and may be missing photos, graphics or links. See About archive blog posts.

Three investors are launching a fight to get elected to the board of Napster Inc. so they can push for a sale of the West Hollywood-based digital music company.

Their campaign platform: Napster’s current management is incompetent and busy enriching itself. The company, which has been on the block before, should try harder to find a buyer.


‘Napster should be exploring all possible avenues of maximizing stockholder value,’ including a sale, the investors said Thursday in a letter filed with the Securities and Exchange Commission. “The actions taken by the current board have made that option extremely difficult for potential acquirers.”

A Napster spokesman declined to comment.

Investors Perry Rod, Thomas Sailors and Kavan Singh together own about 1.5% of the company’s 47.9 million outstanding shres. They seek three of the nine board seats that will be voted on at its annual meeting Sept. 18.

Napster was once the name of the famous free music sharing service, which was shut down in 2001 ...

... as a result of a copyright lawsuit filed by the recording industry. After Napster filed for bankruptcy in 2002, its name and logo were bought by Roxio Inc. The company became Napster in 2004.

Napster created a music subscription service and launched a mobile music service with several partners, including AT&T Inc. In May, the company opened up a music download store.

But the firm has struggled. This month, it reported a quarterly loss and said revenue dropped 6% to $30.3 million. Its subscriber base also shrank to 703,000, from 760,000. Napster started offering discounts to try to attract more subscribers this summer.

It has long been viewed as a takeover target. It has $70 million in cash reserves, roughly the same amount as its market valuation. Since 2004, the share price has fallen more than 80% from $10.26. It closed Thursday at $1.45, down 5 cents, or 3%.

The investors, represented by Okapi Partners, say the company’s “generous senior executive compensation practices overall have created incentives for management not to sell the company.” A change of ownership would trigger a new provision granting $1.8 million and other benefits to Napster’s chairman and chief executive, Chris Gorog.

Piper Jaffray analyst Mike Olson said he could “understand their frustration given what the stock has done.”

Napster, with its subscribers, could be an attractive acquisition for other music services, he said.

-- Michelle Quinn