-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bg46mdeA1t+5lb8fnfS6eufpcSL2vbHrkQGM+Q4wcFsWbRL1s3HhtfpLTZ05OMOs +++ZDAscoRbGmf/9j1xI+Q== 0000912057-97-006197.txt : 19970222 0000912057-97-006197.hdr.sgml : 19970222 ACCESSION NUMBER: 0000912057-97-006197 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970219 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SOUND SOURCE INTERACTIVE INC /DE/ CENTRAL INDEX KEY: 0000907237 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 954264046 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-46675 FILM NUMBER: 97538890 BUSINESS ADDRESS: STREET 1: 2985 E HILLCREST DRIVE STREET 2: SUITE A CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91362 BUSINESS PHONE: 8054949996 FORMER COMPANY: FORMER CONFORMED NAME: SOUND SOURCE INTERACTIVE INC /DE/ DATE OF NAME CHANGE: 19951011 FORMER COMPANY: FORMER CONFORMED NAME: BASIC SCIENCE ASSOCIATES INC /DE/ DATE OF NAME CHANGE: 19940810 FORMER COMPANY: FORMER CONFORMED NAME: SOUND SOURCE INTERACTIVE DATE OF NAME CHANGE: 19940525 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WINSTON ERIC H CENTRAL INDEX KEY: 0001033973 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 5567 SPRINGHILL CT CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91362 BUSINESS PHONE: 8058791502 MAIL ADDRESS: STREET 1: 5567 SPRINGHILL CT CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91362 SC 13G 1 SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ____)* SOUND SOURCE INTERACTIVE, INC. ____________________________________ (Name of Issuer) Common Stock par value $.001 ____________________________________ (Title of Class of Securities) 83608K 107 __________ (CUSIP Number) Check the following box if a fee is being paid with this statement / /. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in 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). Page 1 of 6 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Eric H. Winston -- SSN ###-##-#### ________________________________________________________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ ________________________________________________________________________________ 3. SEC USE ONLY _______________________________________________________________________________ 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States ________________________________________________________________________________ NUMBER OF SOLE VOTING POWER 5. SHARES 0 shares (See Item 4) __________________________________________________________________ BENEFICIALLY SHARED VOTING POWER 6. OWNED BY 392,838 shares (See Item 4) __________________________________________________________________ EACH SOLE DISPOSITIVE POWER 7. REPORTING 0 shares (See Item 4) __________________________________________________________________ PERSON SHARED DISPOSITIVE POWER 8. WITH 392,838 shares (See Item 4) ________________________________________________________________________________ 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 392,838 shares ________________________________________________________________________________ 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / ________________________________________________________________________________ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.9% ________________________________________________________________________________ Page 2 of 6 Pages 12. TYPE OF REPORTING PERSON* IN ________________________________________________________________________________ Item 1(a). Name of Issuer: Sound Source Interactive, Inc. (the "Company") Item 1(b). Address of Issuer's Principal Executive Offices: 2985 E. Hillcrest Drive, Suite A Westlake Village, CA 91362 Item 2(a). Name of Person Filing: Eric H. Winston Item 2(b). Address of Principal Business Office: 5567 Springhill Court Westlake Village, CA 91362 Item 2(c). Citizenship: United States Item 2(d). Title of Class of Securities: Common Stock, par value $.001 (the "Common Stock") Item 2(e). CUSIP Number: 83608K 107 Item 3. Type of Person Filing: IN Item 4. Ownership: (a) Amount beneficially owned: 392,838 shares(1) (b) Percent of class: 8.9%(1)(2) Page 3 of 6 Pages (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 0 shares(3) (ii) Shared power to vote or to direct the vote: 392,838(1)(4) (iii) Sole power to dispose or to direct the disposition of: 0 shares(5) (iv) Shared power to dispose or to direct the disposition of: 392,838 shares(1)(6) _________________ (1) Includes (i) 10,000 shares of Common Stock of which Eric H. Winston is the record owner, (ii) 282,838 shares of Common Stock which Mr. Winston has the right to acquire from the Company pursuant to a presently exercisable option and (iii) 100,000 shares of Common Stock which Mr. Winston has the right to acquire from Vincent J. Bitetti pursuant to a presently exercisable option. (2) Based on 4,403,099 shares of Common Stock outstanding as of January31, 1997. (3) Mr. Winston's voting power with respect to all shares of Common Stock owned by him is shared, as described in Note (4) below. (4) Mr. Winston has entered into voting agreements with Vincent J. Bitetti, ASSI, Inc., The Boston Group, L.P. and Joseph Stevens & Co., L.P. Pursuant to these agreements, Messrs. Bitetti and Winston have agreed to vote all their Common Stock for three director nominees of ASSI, Inc., The Boston Group, L.P. and Joseph Stevens & Co., L.P. In addition, ASSI, Inc. has agreed to vote all of its shares of Common Stock for two directors nominated by Mr. Bitetti for as long as he holds at least 20 percent of the outstanding Common Stock, and for one director nominated by Mr. Bitetti for as long as he holds at least ten percent but less than 20 percent of the outstanding Common Stock. Messrs. Bitetti and Winston have granted irrevocable proxies to ASSI, Inc., and ASSI, Inc. has granted an irrevocable voting proxy to Mr. Bitetti, consistent with this voting agreement. The voting agreement with The Boston Group. L.P. and Joseph Stevens & Co., L.P. will terminate July 8, 2001. The voting agreement with ASSI, Inc. will terminate when Messrs. Bitetti and Winston together cease to own at least ten percent of the Common Stock. (5) Mr. Winston's dispositive power with respect to all shares of Common Stock owned by him is shared, as described in Note (6) below. (6) Vincent J. Bitteti holds a right of first refusal as to all shares of Common Stock that are owned or may be acquired by Mr. Winston pursuant to exercise of the options he holds as described in Note (1) above. Page 4 of 6 Pages Item 5. Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following. Item 6. Ownership of More Than Five Percent on Behalf of Another Person: Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported On by the Parent Holding Company: Not applicable. Item 8. Identification and Classification of Member of the Group: Not applicable. Item 9. Notice of Dissolution of Group: Not applicable. Item 10. Certification: Not applicable. Page 5 of 6 Pages Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: January 31, 1997 By: /s/ Eric H. Winston --------------------------------- Eric H. Winston -----END PRIVACY-ENHANCED MESSAGE-----