<PAGE>
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
<PAGE>
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.
1,407,007 shares (See Item 4)
OWNED BY
-------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7.
REPORTING 1,134,684 shares (See Item 4)
-------------------------------------------------------
PERSON
SHARED DISPOSITIVE POWER
WITH 8.
110,000 shares (See Item 4)
- ------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,417,007 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
32.2% (See Item 4)
- ------------------------------------------------------------------------------
Page 2 of 6 Pages
<PAGE>
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:
----------------------
Vincent J. Bitetti
Item 2(b). Address of Principal Business Office:
-------------------------------------
2985 E. Hillcrest Drive, Suite A
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. 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: 1,417,007 shares(1)
(b) Percent of class: 32.2%(1)(2)
Page 3 of 6 Pages
<PAGE>
(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:
1,407,007 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: 110,000 shares(6)
__________________
(1) Includes 1,234,684 shares of Common Stock of which Mr. Bitetti is
the record owner. Also includes all additional shares of Common Stock as to
which Mr. Bitetti has shared voting or dispositive power as described in
Notes (3) through (6) below.
(2) Based on 4,403,099 shares of Common Stock outstanding as of January
31, 1997.
(3) Mr. Bitetti's voting power with respect to all shares of Common
Stock owned by him 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. Includes 10,000 and 122,323 shares of Common Stock owned of
record by Martin Mayer and Mark Lane, respectively, for which Mr. Bitetti
holds an irrevocable voting proxy. Includes 40,000 shares of Common Stock
owned of record by ASSI, Inc. as to which Mr. Bitetti has shared voting
power. 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. 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.
Page 4 of 6 Pages
<PAGE>
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) 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. Also includes
10,000 shares of Common Stock owned of record by Mr. Winston, as to all
110,000 of which shares Mr. Bitetti holds a right of first refusal.
Excludes 282,838 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
<PAGE>
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/ Vincent J. Bitetti
------------------------------------
Vincent J. Bitetti
\32069\012\1013GSBM.001
