
<PAGE>

                                 UNITED STATES
                      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): November 29, 1999

                           ________________________

                                EMUSIC.COM INC.
            (Exact name of registrant as specified in its charter)

       Delaware                         0-24671                65-0207877

    (State or other             (Commission File Number)    (I.R.S. Employer
    jurisdiction of                                       Identification Number)
incorporation or organization)

   1991 Broadway, 2nd Floor                                 94063
   Redwood City, California                               (Zip Code)
(Address of principal executive offices)

      Registrant's telephone number, including area code:  (650) 216-0200
<PAGE>

Item 5.  Other Events

          On November 29, 1999, EMusic.com Inc., a Delaware corporation
("EMusic" or the "Company"), GNB Corporation, a Delaware corporation and wholly
owned subsidiary of EMusic ("Sub"), and Tunes.com Inc., a Delaware corporation
("Tunes.com") entered into an Agreement and Plan of Reorganization (the
"Agreement"). The description contained in this Item 5 of certain aspects of the
transactions contemplated by the Agreement is qualified in its entirety by
reference to the full text of the Agreement, which is attached hereto as Exhibit
99.1.

     The Agreement contemplates that, subject to the satisfaction of certain
conditions set forth therein, including the approval and adoption of the
Agreement by the requisite vote of Tunes.com stockholders and EMusic
stockholders, Sub would be merged into Tunes.com (the "Merger"). As a result of
the Merger, Tunes.com would become a wholly owned subsidiary of the Company and
Tunes.com's stockholders would become EMusic stockholders. Under the terms of
the Agreement, each share of Tunes.com capital stock outstanding as of the
effective date of the Merger would be converted into that number of shares of
EMusic common stock equal to 10,600,000 divided by the number of shares of
Tunes.com capital stock outstanding on a fully-diluted basis (including all
options, warrants or other rights to acquire shares of Tunes.com capital stock)
as of the effective date of the Merger. The Company will also assume all
outstanding options and warrants to purchase shares of Tunes.com capital stock.

     Ten percent of the shares of EMusic common stock that would otherwise be
issued in exchange for shares of Tunes.com capital stock or upon exercise of the
assumed warrants or options will not be distributed initially but will be placed
in an escrow account to be available to compensate the Company for certain
losses that the Company may incur during the one-year period following the
completion of the Merger.

     The Merger is intended to be a tax-free reorganization under the Internal
Revenue Code of 1986, as amended, and is intended to be accounted for as a
purchase. The parties expect that the transaction will close in the first
calendar quarter of 2000.

     A registration statement relating to the EMusic common stock to be issued
in connection with the Merger has not yet been filed with the SEC, nor has a
proxy statement relating to a vote of Tunes.com's stockholders and the Company's
stockholders on the Merger been filed with the SEC. The EMusic common stock may
not be offered, nor may offers to acquire such stock be accepted, prior to the
time such a registration statement becomes effective. This Report shall not
constitute an offer to sell or the solicitation of an offer to buy any EMusic
common stock or any other security, and shall not constitute the solicitation of
any vote with respect to the Merger.

     This current report (this "Report") on Form 8-K contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The
forward-looking statements contained herein involve risks and uncertainties,
including those relating to the possible inability to complete the merger
transaction as scheduled, if at all, and those associated with the ability of
the combined company to achieve the anticipated benefits of the merger. Actual
results and developments may differ materially from those described or
incorporated by reference in this Report. For more information about the Company
and Tunes.com and risks arising when investing in the Company, investors are
directed to the Company's most recent reports on Form 10-K and most recent
reports on Form 10-Q as filed with the Securities and Exchange Commission (the
"SEC").

Item 7.  Exhibits.
<PAGE>

(c)     Exhibits

        Exhibit No.   Description
        -----------   -----------


              99.1    Agreement and Plan of Reorganization, dated as of November
                      29, 1999.
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                                  SIGNATURES


               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.


                                             EMUSIC.COM INC.


          December 14, 1999                  By:  /s/ Joseph Howell
                                                  ----------------------------
                                                  Joseph Howell
                                                  Executive Vice President and
                                                  Chief Financial Officer


