-----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, AZTx0Iy+f9gvupOXqRDq6pBaonFxt42zVTaRWPNIjKd5NHVgqWEzOOqy0ScTlpnr KFxsC5LcflJ1exR7ipjf3w== 0000944209-98-000247.txt : 19980206 0000944209-98-000247.hdr.sgml : 19980206 ACCESSION NUMBER: 0000944209-98-000247 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980205 SROS: NASD 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: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-46675 FILM NUMBER: 98522726 BUSINESS ADDRESS: STREET 1: 26115 MUREAU ROAD STREET 2: SUITE B CITY: CALABASAS STATE: CA ZIP: 91302-3126 BUSINESS PHONE: 8188780505 MAIL ADDRESS: STREET 1: 26115 MUREAU ROAD STREET 2: SUITE B CITY: CALABASAS STATE: CA ZIP: 91302-3126 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: BITETTI VINCENT J CENTRAL INDEX KEY: 0000924035 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O SOUND SOURCE INTERACTIVE INC STREET 2: 2985 E HILLCREST DR SUITE A CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91362 BUSINESS PHONE: 8054949996 MAIL ADDRESS: STREET 1: C/O SOUND SOURCE INTERACTIVE INC STREET 2: 2985 E HILLCREST DR SUITE A CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91362 SC 13G 1 SCHEDULE 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 Vincent J. Bitetti -- 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 _______________________________________________________________________________ SOLE VOTING POWER 5. NUMBER OF 0 shares (See Item 4) SHARES ________________________________________________________________ BENEFICIALLY SHARED VOTING POWER 6. 1,274,684 shares (See Item 4) OWNED BY ________________________________________________________________ EACH SOLE DISPOSITIVE POWER 7. REPORTING 1,134,684 shares (See Item 4) PERSON ________________________________________________________________ WITH SHARED DISPOSITIVE POWER 8. 200,000 shares (See Item 4) _______________________________________________________________________________ 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,374,684 shares (See Item 4) _______________________________________________________________________________ 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] _______________________________________________________________________________ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 30.5% (See Item 4) _______________________________________________________________________________ 12. TYPE OF REPORTING PERSON* IN _______________________________________________________________________________ Page 2 of 6 Pages Item 1(a). Name of Issuer: -------------- Sound Source Interactive, Inc. (the "Company") Item 1(b). Address of Issuer's Principal Executive Offices: ----------------------------------------------- 26115 Mureau Road, Suite B Calabasas, CA 91302-3126 Item 2(a). Name of Person Filing: --------------------- Vincent J. Bitetti Item 2(b). Address of Principal Business Office: ------------------------------------ 26115 Mureau Road, Suite B Calabasas, CA 91302-3126 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. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b), ----------------------------------------------------------------- check whether the person filing is a: ------------------------------------ Not applicable. Item 4. Ownership: --------- (a) Amount beneficially owned: 1,374,684 shares(1) (b) Percent of class: 30.5%(1)(2) (c) Number of shares as to which such person has: Page 3 of 6 Pages (i) Sole power to vote or to direct the vote: 0 shares (3). (ii) Shared power to vote or to direct the vote: 1,274,684 shares(4) (iii) Sole power to dispose or to direct the disposition of: 1,134,684 shares(5) (iv) Shared power to dispose or to direct the disposition of: 200,000 shares(6) __________________ (1) Includes 1,234,684 shares of Common Stock of which Mr. Bitetti is the record owner. Also includes an additional 40,000 shares of Common Stock owned of record by ASSI, Inc. and 100,000 shares of Common Stock owned of record by Eric H. Winston, as to all of which shares Mr. Bitetti has shared voting or dispositive power as described in Notes (3) through (6) below. (2) Based on 4,515,099 shares of Common Stock outstanding as of January 31, 1998. (3) Includes 1,234,684 shares of Common Stock owned of record by Mr. Bitetti, and 40,000 shares of Common Stock owned of record by ASSI, Inc. Mr. Bitetti's voting power with respect to all such shares of Common Stock is shared, as described in Note (4) below. (4) Includes 1,234,684 shares of Common Stock of which Mr. Bitetti is the record owner, and 40,000 shares of Common Stock of which ASSI, Inc. is the record owner. Excludes 4,816,657 shares of Common Stock which ASSI, Inc. has the right to acquire from the Company pursuant to presently exercisable warrants as to which shares, when issued, Mr. Bitetti will have shared voting power. Mr. Bitetti has entered into voting agreements with Eric H. Winston, 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. The Boston Group, L.P. has advised the Company that Joseph Stevens & Co., L.P. has assigned its right to nominate a Company director to The Boston Group, 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 Page 4 of 6 Pages ASSI, Inc. will terminate when Messrs. Bitetti and Winston together cease to own at least ten percent of the Common Stock. (5) Of the 1,234,684 shares of Common Stock owned of record by Mr. Bitetti, excludes 100,000 shares which Mr. Winston holds a presently exercisable option to purchase from Mr. Bitetti. (6) Includes 100,000 shares of Common Stock which Mr. Winston holds a presently exercisable option to purchase from Mr. Bitetti and 100,000 shares of Common Stock owned of record by Mr. Winston, as to all 200,000 of which shares Mr. Bitetti holds a right of first refusal. Excludes 182,838 shares of Common Stock which Mr. Winston has the right to acquire from the Company pursuant to presently exercisable options as to which shares, when issued, Mr. Bitetti will have a right of first refusal. 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, 1998 By: /s/ Vincent J. Bitetti -------------------------- Vincent J. Bitetti Page 6 of 6 Pages -----END PRIVACY-ENHANCED MESSAGE-----