SOUND SOURCE INTERACTIVE INC /DE/
8-A12G/A, 1996-06-25
PREPACKAGED SOFTWARE
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                          SECURITIES AND EXCHANGE COMMISSION

                               WASHINGTON, D.C.  20549

                                      ---------

                                       FORM 8-A

                  FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                      PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                           SECURITIES EXCHANGE ACT OF 1934

                            SOUND SOURCE INTERACTIVE, INC.
                (Exact Name of Registrant as Specified in its Charter)

         Delaware                                               95-426046
(State of Incorporation or Organization)                   (I.R.S. Employer
                                                           Identification No.)


2985 E. Hillcrest Drive, Suite A                                   91362
Westlake Village, CA                                            (zip code)
                       (Address of principal executive offices)

    If this Form relates to the             If this Form relates to the
    registration of a class of              registration of a class of
    debt securities and is                  debt securities and is to
    effective upon filing pursuant          become effective simultaneously
    to General Instruction (A)              with the effectiveness of a
    (c)(1) please check the                 concurrent registration statement
    following box.    / /                   under the Securities Act of 1933
                                            pursuant to General Instruction
                                            A(c)(2) please check the following
                                            box.   / /

Securities to be registered pursuant to Section 12(b) of the Act:

    TITLE OF EACH CLASS                     NAME OF EACH EXCHANGE ON WHICH
    TO BE SO REGISTERED                     EACH CLASS IS TO BE REGISTERED

None

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                            Common Stock, par value $.001
                                   (Title of class)

                                 Redeemable Warrants
                                   (Title of class)

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ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

         A description of the Registrant's Common Stock, par value $.001, and
its Redeemable Warrants will be included in the Rule 424(b) Prospectus
pertaining to its Form SB-2 Registration Statement, Registration No. 33-80827.
Such description is hereby incorporated by reference herein and made a part
hereof.

ITEM 2.  EXHIBITS.

EXH.
NO.      DESCRIPTION OF EXHIBITS
- ----     -----------------------

1        Second Restated Certificate of Incorporation of the Registrant.(1)

2        Amended and Restated Bylaws of the Registrant.(2)

3        Specimen certificate evidencing shares of Common Stock.(3)

4        Form of Warrant Agreement and Warrant.(4)

5        Form of Representative's Warrant Agreement and Warrant.(5)

6        Warrant of ASSI, Inc. dated April 30, 1996.(6)

7        Convertible Promissory Note, dated May 30, 1996, between the
         Registrant and ASSI, Inc.(7)

- ---------------------

(1)      Filed as Exhibit 3.1 to the Registrant's Form SB-2 Registration
         Statement (No. 33-80827) (the "Registration Statement") and
         incorporated herein by reference.

(2)      Filed as Exhibit 3.2 to the Registration Statement and incorporated
         herein by reference.

(3)      Filed as Exhibit 4.1 to the Registration Statement and incorporated
         herein by reference.

(4)      Filed as Exhibit 4.2 to the Registration Statement and incorporated
         herein by reference.

(5)      Filed as Exhibit 4.3 to the Registration Statement and incorporated
         herein by reference.

(6)      Filed as Exhibit 4.4 to the Registration Statement and incorporated
         herein by reference.

(7)      Filed as Exhibit 10.49 to the Registration Statement and incorporated
         herein by reference.

<PAGE>

                                      SIGNATURE



         Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned thereunto duly authorized.

                                  SOUND SOURCE INTERACTIVE, INC.



Date:  June 24, 1996              By: /s/ Vincent J. Bitetti
                                      -----------------------------------------
                                      Vincent J. Bitetti
                                      Chairman of the Board & Chief Executive
                                      Officer



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