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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __________)*
Sound Source Interactive, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
83608K206
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(CUSIP Number)
Hillel T. Cohn, Esq.
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Squire, Sanders & Dempsey L.L.P.
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801 South Figueroa Street, 14th Floor
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Los Angeles, California 90017
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(213) 624-2500
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 11, 2000
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(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 ss.ss.240.13d-1(e), 240.13d-1(f)
or 240.13d-1(g), check the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits.
Seess.240.13d-7 for other parties to whom copies are to be sent.
* 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 disclosures provided in a prior cover page.
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.)
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
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CUSIP No.: 83608K206
<TABLE>
<CAPTION>
<S> <C> <C>
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
TDK U.S.A. Corporation
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) .......................................................................................
(b) .......................................................................................
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3. SEC Use Only ...................................................................................
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4. Source of Funds (See Instructions): WC
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ............
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6. Citizenship or Place of Organization: New York
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Number of Shares 7. Sole Voting Power: 4,750,000
Beneficially by
Owned by Each
Reporting Person
With
8. Shared Voting Power: 6,034,634
9. Sole Dispositive Power: 4,750,000
10. Shared Dispositive Power: 0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person ..........................4,750,000
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ...........
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13. Percent of Class Represented by Amount in Row (11) ........................................44.6%
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14. Type of Reporting Person (See Instruction): CO
</TABLE>
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CUSIP No.: 0-28604
<TABLE>
<CAPTION>
<S> <C> <C>
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.........1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
TDK Corporation
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) .......................................................................................
(b) .......................................................................................
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3. SEC Use Only ...................................................................................
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4. Source of Funds (See Instructions): WC
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ............
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6. Citizenship or Place of Organization: Japan
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Number of Shares 7. Sole Voting Power: 4,750,000
Beneficially by
Owned by Each
Reporting Person
With
8. Shared Voting Power: 6,034,634
9. Sole Dispositive Power: 4,750,000
10. Shared Dispositive Power: 0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person ..........................4,750,000
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ...........
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13. Percent of Class Represented by Amount in Row (11) ........................................44.6%
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14. Type of Reporting Person (See Instruction): CO
</TABLE>
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ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to shares of the common stock, $.001 par
value (the "Common Stock"), of Sound Source Interactive, Inc. (the "Company").
The principal business and executive offices of the Company are located at 26115
Mureau Road, Suite B, Calabasas, California 91302-3126.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is being filed by TDK U.S.A. Corporation, a New York
corporation ("TUC"). The principal business and executive offices of TUC are
located at 12 Harbor Park Drive, Port Washington, NY 11050. TUC is a
wholly-owned subsidiary of TDK Corporation, a Japanese corporation that is
publicly traded on several stock exchanges, principally the Tokyo Stock Exchange
("TDK"). TUC serves as TDK's holding company for the indirect U.S. subsidiaries
through which TDK conducts its operations in the U.S. Through these
subsidiaries, TUC is engaged in the manufacture, sale and distribution of blank
recording media (optical and magnetic), electronic materials and components, and
integrated circuits of LAN/WAN embedded modem and set-top box applications.
Information regarding each of the directors and executive officers of
TUC is set forth below:
Kenichi Aoshima
TDK U.S.A. Corporation
12 Harbor Park Drive
Port Washington, NY 11050
President, CEO and a Director of TUC
Citizen of Japan
Aniceto Evangelista
TDK U.S.A. Corporation
12 Harbor Park Drive
Port Washington, NY 11050
Vice President and Treasurer of TUC
Citizen of U.S.A.
Kuniyoshi Matsui
TDK U.S.A. Corporation
12 Harbor Park Drive
Port Washington, NY 11050
Director of TUC
Citizen of Japan
Shiro Nomi
TDK U.S.A. Corporation
12 Harbor Park Drive
Port Washington, NY 11050
Director of TUC
Citizen of Japan
Tsutae (Den) Suzuki
TDK U.S.A. Corporation
12 Harbor Park Drive
Port Washington, NY 11050
Director of TUC
Citizen of Japan
Francis J. Sweeney, Jr.
TDK U.S.A. Corporation
12 Harbor Park Drive
Port Washington, NY 11050
Executive Vice President, COO, General Counsel, Secretary and a
Director of TUC
Citizen of U.S.A.
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Jeffrey G. Williams
TDK U.S.A. Corporation
12 Harbor Park Drive
Port Washington, NY 11050
Vice President and Assistant Secretary of TUC
Citizen of U.S.A.
During the last five years, neither TUC nor, to the best knowledge of
TUC, any director or executive officer of TUC, has been (a) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(b) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is 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.
The sole shareholder of TUC is TDK. The principal business and
executive offices of TDK are located at 1-13-1, Nihonbashi, Chuo-ku, Tokyo 103,
Japan. TDK manufactures a broad range of magnetic recording media and electronic
components.
Information regarding each of the directors and executive officers of
TDK is set forth below:
Hajime Sawabe
TDK Corporation
Corporate Headquarters
1-13-1, Nihonbashi
Chuo-ku
Tokyo 103
Japan
President, CEO and a Director
Citizen of Japan
Motoyuki Kurihara
TDK Corporation
Corporate Headquarters
1-13-1, Nihonbashi
Chuo-ku
Tokyo 103
Japan
Executive Vice President and a Director
Citizen of Japan
Shunjiro Saito
TDK Corporation
Corporate Headquarters
1-13-1, Nihonbashi
Chuo-ku
Tokyo 103
Japan
Executive Vice President and a Director
Citizen of Japan
Joichiro Ezaki
TDK Corporation
Corporate Headquarters
1-13-1, Nihonbashi
Chuo-ku
Tokyo 103
Japan
Executive Managing Director
Citizen of Japan
Hirokazu Nakanishi
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TDK Corporation
Corporate Headquarters
1-13-1, Nihonbashi
Chuo-ku
Tokyo 103
Japan
Executive Managing Director
Citizen of Japan
Jiro Iwasaki
TDK Corporation
Corporate Headquarters
1-13-1, Nihonbashi
Chuo-ku
Tokyo 103
Japan
Executive Managing Director
Citizen of Japan
Suguru Takayama
TDK Corporation
Corporate Headquarters
1-13-1, Nihonbashi
Chuo-ku
Tokyo 103
Japan
Executive Director
Citizen of Japan
Takeshi Owada
TDK Corporation
Corporate Headquarters
1-13-1, Nihonbashi
Chuo-ku
Tokyo 103
Japan
Executive Director
Citizen of Japan
Shinji Yoko
TDK Corporation
Corporate Headquarters
1-13-1, Nihonbashi
Chuo-ku
Tokyo 103
Japan
Executive Director
Citizen of Japan
Takeshi Nomura
TDK Corporation
Corporate Headquarters
1-13-1, Nihonbashi
Chuo-ku
Tokyo 103
Japan
Executive Director
Citizen of Japan
Yoshinori Hashimoto
TDK Corporation
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Corporate Headquarters
1-13-1, Nihonbashi
Chuo-ku
Tokyo 103
Japan
Executive Director
Citizen of Japan
Kiyoshi Ito
TDK Corporation
Corporate Headquarters
1-13-1, Nihonbashi
Chuo-ku
Tokyo 103
Japan
Executive Director
Citizen of Japan
Katsuhiro Fujino
TDK Corporation
Corporate Headquarters
1-13-1, Nihonbashi
Chuo-ku
Tokyo 103
Japan
Executive Director
Citizen of Japan
During the last five years, neither TDK nor, to the best knowledge of
TUC, any director or executive officer of TDK, has been (a) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(b) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is 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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On September 8, 2000, the Company and TUC entered into a common stock
purchase agreement (the "Purchase Agreement"), pursuant to which TUC agreed to
purchase, and the Company agreed to sell, a total of 16,667,000 shares of Common
Stock, for the purchase price of $.30 per share and an aggregate purchase price
of $5,000,100. On September 11, 2000, TUC acquired 4,750,000 shares of Common
Stock for an aggregate purchase price of $1,425,000 paid out of the working
capital of TUC in cash by wire transfer on that date (the "Initial Closing").
Pursuant to the Purchase Agreement and upon the fulfillment of certain
conditions therein, TUC has agreed to purchase, and the Company has agreed to
sell, the additional 11,917,000 shares of Common Stock for an aggregate purchase
price of $3,575,100 (the "Subsequent Closing") immediately upon the filing of an
amendment to the Company's Certificate of Incorporation (the "Charter
Amendment") to increase the number of shares of Common Stock the Company is
authorized to issue from 20,000,000 to 50,000,000.
ITEM 4. PURPOSE OF TRANSACTION
TUC intends to acquire a controlling interest in the Company through
the purchase of the Common Stock under the Purchase Agreement. It is also the
intent of TUC, and a condition precedent to TUC's consummation of the Subsequent
Closing, that three of the five members of the current board of directors of the
Company (Richard Azevedo, Mark A. James and Samuel L. Poole) resign and that the
resulting vacancies be filled by the remaining directors' appointment of
nominees designated by TUC. In the event that the three designated directors
have not resigned as of the Subsequent Closing, TUC may, at its sole election,
waive such condition and immediately following the Subsequent Closing execute
and deliver to the Company a Written Consent of Stockholders of the Company
Acting in Lieu of Special Meeting for the purpose of removing from office
without cause all of the then acting directors of the Company and electing in
their place and stead the five following directors designated by TUC: Kenichi
Aoshima, Vincent J. Bitetti, Masatoshi Shikanai, Shin Tanabe, and John T.
Wholihan. Except as described in this Schedule 13D, TUC has no present plans or
proposals which would relate to or result in any of the items listed in subparts
(b), (c), (e), (f), (g), (h), (i) and (j) of Item 4.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) TUC beneficially owns an aggregate of 4,750,000 shares of Common Stock
of the Company, or approximately 44.6% of the outstanding Common Stock of the
Company as of September 11, 2000. Upon consummation of the Subsequent Closing
and based upon the number of shares of Common Stock currently outstanding, TUC
will eventually become the beneficial owner of an aggregate of 16,667,000 shares
of Common Stock of the Company, or approximately 73.8% of the outstanding Common
Stock of the Company as of the date of the successful consummation of the
Subsequent Closing.
TDK (through TUC) beneficially owns an aggregate of 4,750,000 shares of
Common Stock of the Company, or approximately 44.6% of the outstanding Common
Stock of the Company as of September 11, 2000. Upon consummation of the
Subsequent Closing and based upon the number of shares of Common Stock currently
outstanding, TDK (through TUC) will eventually become the beneficial owner of an
aggregate of 16,667,000 shares of Common Stock of the Company, or approximately
73.8% of the outstanding Common Stock of the Company as of the date of the
successful consummation of the Subsequent Closing.
Except as disclosed in this Schedule 13D, neither TDK nor, to the best
knowledge of TUC, any of the directors or executive officers of TUC or TDK,
beneficially owns any shares of the Common Stock.
(b) Vincent J. Bitetti ("Bitetti"), the Chief Executive Officer of the
Company and beneficial owner of 1,284,634 shares of Common Stock (which amount
includes presently exercisable options to purchase 50,000 shares of Common
Stock) constituting approximately 12% of all of the issued and outstanding
capital stock of the Company, executed an Irrevocable Proxy as of September 8,
2000 granting to TUC an irrevocable proxy pursuant to the provisions of Section
212 of the Delaware General Corporation Law to vote, or to execute and deliver
written consents or otherwise act with respect to, all shares of capital stock
of the Company now owned or hereafter acquired by Bitetti, to the same extent
and with the same effect as he might or could do under any applicable laws or
regulations governing the rights and powers of stockholders of a Delaware
corporation in connection with all matters on which stockholders are entitled to
vote, EXCEPT, that for so long as either that certain Stockholders Voting
Agreement, by and among Vincent J. Bitetti, Eric H. Winston, ASSI, Inc., and the
Company, dated as of April 30, 1996 (the "Voting Agreement") or Section 5(w) of
that certain Underwriting Agreement, by and among Vincent J. Bitetti, Eric H.
Winston, The Boston Group, L.P., and Joseph Stevens & Company, L.P., dated as of
July 1, 1996 (the "Underwriting Agreement") remain in effect, TUC shall not be
permitted to vote said stock in connection with the election of directors of the
Company or any other matters covered by the Voting Agreement or the Underwriting
Agreement.
The proxy may be exercised by TUC for the period beginning on September
8, 2000 and ending on the date that Bitetti no longer holds any stock of the
Company, EXCEPT that TUC is not permitted to vote said stock pursuant to the
irrevocable proxy from and after the consummation of the Subsequent Closing,
unless the stockholding percentage of TUC in the Company is at any time reduced
to fifty percent (50%) or less of the total issued and outstanding capital stock
of the Company, in which case TUC will again be permitted to vote said stock
pursuant to the irrevocable proxy during such period of time. The proxy shall
remain in full force and effect and be enforceable against any donee, transferee
or assignee of the stock.
Accordingly, with certain limitations described above, TUC has the
power to vote approximately 56.6% of the shares of all of the issued and
outstanding capital stock of the Company pursuant to the terms of the
irrevocable proxy described above.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
TUC does not have any contract, arrangement, understanding or
relationship with any person with respect to any securities of the Company,
including respecting voting or transfer of Company securities or joint venture,
finder's fees or the like, EXCEPT for the following: (1) the Irrevocable Proxy
described above, and (2) a certain Registration Rights Agreement dated as of
September 8, 2000, by and between TUC and the Company which grants TUC certain
rights to request that the Company effect a registration of TUC's securities
under the Securities Act of 1933 or to have TUC's securities included in certain
other registrations effected by the Company.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 - Certification Regarding Joint Filing.
Exhibit 2 - Irrevocable Proxy, dated as of September 8, 2000, by
Vincent J. Bitetti (in favor of TUC)
Exhibit 3 - Registration Rights Agreement, dated as of September 8,
2000, by and between TUC and the Company
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.
/s/ Kenichi Aoshima
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TDK U.S.A. CORPORATION
By: Kenichi Aoshima
Its: President and CEO
Dated: September 21, 2000
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.
/s/ Hajime Sawabe
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TDK CORPORATION
By: Hajime Sawabe
Its: President and CEO
Dated: September 21, 2000
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement; provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
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