UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)

Dynabazaar, Inc.
(formerly known as FairMarket, Inc.)
(Name of Issuer)

 

COMMON STOCK
(Title of Class of Securities)

 

26779R 10 4
(CUSIP Number)

 

 

(Name, Address and Telephone Number of Persons Authorized to receive Notices and Communications)

 

September 28, 2006
(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 that 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 o

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Continued on the following pages)

(Page 1 of 10)

 

 

2

---

 

 

3

---

 

 

4

 

Explanatory Note

Reference is made to the Statement on Schedule 13D, dated June 25, 2003, filed by IAC/InterActiveCorp, a Delaware corporation (“IAC”), Ticketmaster, a Delaware corporation, and a wholly owned subsidiary of IAC (“Ticketmaster”) and Barry Diller, the Chairman and Chief Executive Officer of IAC (together with IAC and Ticketmaster, the “Reporting Persons”), as amended or supplemented from time to time (the “Schedule 13D”) in respect of the acquisition and beneficial ownership of shares of Common Stock (as defined in Item 1 below) of Dynabazaar, Inc.  In connection with this Amendment No. 2 to the Schedule 13D, the following Items of the Schedule 13D are hereby amended, restated and/or supplemented as follows:

Item 1.                   Security and Issuer

This Schedule 13D relates to shares of common stock, $0.001 par value (the “Common Stock”), of Dynabazaar, Inc. (formerly known as Fairmarket, Inc.), a Delaware corporation (the “Company”).  The principal executive offices of the Company are located at 888 Seventh Avenue, 17th Floor, New York, New York 10019.

Item 2.                   Identity and Background

This Schedule 13D is being filed by Ticketmaster, IAC and Barry Diller.  The principal business offices of Ticketmaster are located at 8800 Sunset Blvd., Los Angeles, California 90069.  Ticketmaster provides automated ticketing services to its client venues, promoters and sport franchises, which provide patrons with the alternatives of purchasing tickets through operator-staffed call centers, the Internet and independent sales outlets. The principal business offices of IAC are located at 152 West 57th Street, New York, NY 10019.  IAC operates leading and diversified businesses in sectors being transformed by the internet, online and offline... its mission is to harness the power of interactivity to make daily life easier and more productive for people all over the world.

Prior the sale of the shares of Company Common Stock covered by this Schedule13D (the “Shares”) described in Item 5 below, Ticketmaster was the record owner of the Shares, and thus had the direct power to vote and direct the disposition of the Shares.  As the sole parent of Ticketmaster, IAC had the indirect power to vote and dispose of the Shares.   Barry Diller, the Chairman and Chief Executive Officer of IAC, and Liberty Media Corporation are parties to an Amended and Restated Stockholders Agreement, dated August 9, 2005 (the “IAC Stockholders Agreement”) relating to IAC.  Mr. Diller’s business address is c/o IAC at 152 West 57th Street, New York, New York 10019.  Through his own holdings and the IAC Stockholders Agreement, Mr. Diller has the right, directly or indirectly, to control approximately 58.2% of the outstanding total voting power of IAC.  As a result, except with regard to certain specified matters, Mr. Diller generally has the ability to control the outcome of all matters submitted to a vote of IAC’s stockholders.

 

5

---

 

 

The Reporting Persons entered into a Joint Filing Agreement, dated June 25, 2003, a copy of which is filed as Exhibit 99.1 hereto, pursuant to which they agreed to file this Schedule 13D (and any related amendments or supplements thereto) jointly in accordance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended.

Annex A and Annex B to this Schedule 13D, both of which are attached hereto and are incorporated by reference herein, contain the following information concerning each director, executive officer and controlling person of Ticketmaster and IAC, respectively: (a) the name and residence or business address; (b) the principal occupation or employment; and (c) the name, principal business and address of any corporation or other organization in which such employment is conducted.  To the knowledge of Ticketmaster and IAC, each of the persons named on Annex A and Annex B, respectively (the “Annexed Persons”), is a United States citizen.  During the last five years, none of Ticketmaster, IAC nor any of the Annexed Persons (to the knowledge of Ticketmaster and IAC, as applicable) has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.

Item 5.                                                           Interest in Securities of the Issuer

(a)                                  None.

(b)                                 None.

(c)                                  On September 28, 2006, Ticketmaster sold 2,250,000 shares of Company Common Stock at a price of $0.30 per share.   This sale was effected by way of a block trade through a broker in the over-the-counter market.

(d)                                 Not applicable.

(e)                                  Following the sale described in Item 5(c) above, the Reporting Persons ceased to be the beneficial owners of the Shares (or, in other words, ceased to be the beneficial owners of more than five percent of Company Common Stock) on September 28, 2006.

Item 6.                                                           Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Other than as described in Item 2 and any agreement set forth as an exhibit hereto, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons named in Item 2 or between such Reporting Persons and any other person with respect to any securities of the Company.

Item 7.                                                           Material to Be Filed as Exhibits

*                    Previously filed.

6

 

Cusip No. 26779R 10 4

Page 7 of 10 Pages

 

 

SIGNATURES

After reasonable inquiry and to the best of his or her knowledge and belief, each of the undersigned certifies that the information in this statement is true, complete and correct.

Dated:  October 3, 2006

	TICKETMASTER
	By:	/s/ Edward Weiss
		Edward Weiss
		Executive Vice President & General Counsel
	IAC/INTERACTIVECORP
	By:	/s/ Gregg Winiarski
		Gregg Winiarski
		Vice President and Associate General Counsel
	BARRY DILLER
	/s/ Barry Diller

 

 

7

 

Cusip No. 26779R 10 4

Page 8 of 10 Pages

 

 

INDEX TO EXHIBITS

99.1*

Joint Filing Agreement by and among Ticketmaster, IAC/InterActiveCorp and Barry Diller, dated June 25, 2003.

 

*                                         Previously filed.

 

E-1

 

Cusip No. 26779R 10 4

Page 9 of 10 Pages

 

 

 

ANNEX A TO SCHEDULE 13D/A

Set forth below is the name, business address, principal occupation or employment and principal business in which such employment is conducted of each director and executive officer of Ticketmaster.  The name of each person who is a director of Ticketmaster is marked with an asterisk.  Unless otherwise indicated, the business address of each person listed below is 8800 Sunset Blvd., Los Angeles, California 90069.

 

NAME AND BUSINESS ADDRESS		PRINCIPAL OCCUPATION OR EMPLOYMENT		PRINCIPAL BUSINESS IN WHICH SUCH EMPLOYMENT IS CONDUCTED
Terry Barnes		Chairman and Chief Executive Officer, Ticketmaster		Ticketmaster
Gregory R. Blatt* 152 West 57th Street New York, New York, 10019		Executive Vice President, General Counsel and Secretary, IAC		IAC
Susan Bracey		Executive Vice President, Chief Financial Officer & Treasurer, Ticketmaster		Ticketmaster
Thomas J. McInerney* 152 West 57th Street New York, New York, 10019		Executive Vice President and Chief Financial Officer, IAC		IAC
Sean Moriarty		President and Chief Operating Officer, Ticketmaster		Ticketmaster
David Goldberg		Executive Vice President, Sales & Marketing, Ticketmaster		Ticketmaster
Eric Korman		Executive Vice President, Ticketmaster		Ticketmaster
Brian Pike		Chief Technology Officer, Ticketmaster		Ticketmaster
Edward Weiss		Executive Vice President, General Counsel, Ticketmaster		Ticketmaster

 

Each person listed above is a citizen of the United States of America.

A-1

---

 

Cusip No. 26779R 10 4

Page 10 of 10 Pages

 

ANNEX B TO SCHEDULE 13D/A

Set forth below is the name, business address, principal occupation or employment and principal business in which such employment is conducted of each director, executive officer and controlling person of IAC/InterActive Corp. (“Inc”).  The name of each person who is a director of IAC is marked with an asterisk.  Mr. Barry Diller is also a controlling person of IAC.  Unless otherwise indicated, the business address of each person listed below is 152 West 57th Street, New York, New York, 10019.

 

NAME AND BUSINESS ADDRESS		PRINCIPAL OCCUPATION OR EMPLOYMENT		PRINCIPAL BUSINESS IN WHICH SUCH EMPLOYMENT IS CONDUCTED
William H. Berkman* 650 Madison Avenue New York, New York 10022		Managing Partner		Associated Group, LLC
Gregory R. Blatt		Executive Vice President, General Counsel and Secretary, IAC		IAC
Edgar Bronfman, Jr.* 75 Rockefeller Plaza New York, New York 10019		Chairman & Chief Executive Officer, Warner Music Group		Warner Music Group
Barry Diller*		Chairman and Chief Executive Officer, IAC		IAC
Victor A. Kaufman*		Vice Chairman, IAC		IAC
Donald R. Keough* 711 Fifth Avenue New York, New York 10022		Chairman (in a non-executive capacity), Allen & Company LLC		Allen & Company LLC
Douglas R. Lebda		President and Chief Operating Officer		IAC
Bryan Lourd* 9830 Wilshire Blvd. Beverly Hills, California 90202		Managing Partner, Creative Artists Agency		Creative Artists Agency
John C. Malone* 12300 Liberty Boulevard Englewood, Colorado 80112		Chairman, Liberty Media Corporation		Liberty Media Corporation
Arthur C. Martinez* 20 Dayton Avenue Greenwich, Connecticut 06830		Retired		Not applicable
Thomas J. McInerney		Executive Vice President and Chief Financial Officer, IAC		IAC
Steven Rattner* 375 Park Avenue New York, New York 10152		Managing Partner, Quadrangle Group LLC		Quadrangle Group LLC
General H. Norman Schwarzkopf* 400 North Ashley Street Suite 3050 Tampa, Florida 33602		Retired		Not applicable
Alan G. Spoon* 1000 Winter Street Suite 3350 Waltham, Massachusetts 02451		Managing General Partner, Polaris Venture Partners		Polaris Venture Partners
Diane Von Furstenberg* 389 West 12th Street New York, New York		Chairman, Diane Von Furstenberg Studio, L.P.		Diane Von Furstenberg Studio L.P.

 

Each person listed above is a citizen of the United States of America.

 

A-2