<PAGE>
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934 (Amendment No. [_])
Check the appropriate box:
[X] Preliminary information statement
[_] Confidential, for use of the Commission Only
(as permitted by Rule 14c-5(d)(2))
[_] Definitive Information Statement
Sound Source Interactive, Inc.
(Name of Registrant as Specified in Its Charter)
Payment of filing fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials:
- --------------------------------------------------------------------------------
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[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
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WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
ELECTION OF DIRECTORS
General Information
The Bylaws of the Company provide that the Company is authorized to have up
to eleven directors, and that stockholders may elect directors by unanimous
written consent. The Company would like to add four directors to its current
board of directors of four, bringing the total number of directors to eight.
The Company intends to call for a vote to confirm this majority shareholders
action by consent at its Annual Meeting of Shareholders scheduled for March 23,
1998. Directors are elected to serve a one-year term. The Directors being
confirmed at the Annual Meeting will serve until the Company's next annual
meeting of stockholders, or until their successors have been duly elected and
qualified.
Information Regarding Nominees
All nominees have consented to serve if elected, but if any becomes unable
to serve, the persons named as proxies may exercise their discretion to vote for
a substitute nominee. The name, age, business experience and offices held by
each director nominee are as follows:
Wayne M. Rogers. Mr. Rogers received his Bachelor of Arts degree from
Princeton University after which he served in the Armed Forces for three years.
In addition to his activities as a well-known actor, he had been involved in
investment activities for over thirty years. Currently, Mr. Rogers is the
General Partner of Balanced Value Fund, which is a partnership that advises and
invests in middle market companies with sales of $10 million to $50 million as
well as serving as an advisor on the board of several different publicly held
companies. He is a founder of Plaza Bank of Commerce and serves on its advisory
board. He is also a General Partner of several partnerships devoted to the
development and management of real estate. Most recently, Mr. Rogers acquired a
chain of 62 convenience stores in the Southeast. Mr. Rogers has been National
Chairman of Easter Seals, a member of the Executive Committee of the Arthritis
Foundation, Juvenile Diabetes Foundation, Trustees of the Webb School and the
Kenan Institute of Private Enterprise, an affiliate of the School of Business
Administration of the University of North Carolina, Chapel Hill.
John T. Wholihan. John Wholihan has been Dean of the College of Business
Administration at Loyola Marymount University since 1984. Prior to coming to
L.M.U., his administrative experience included five years as Associate Dean at
Bradley University, also serving several years as Director of the MBA Program
and Director of the Small Business Institute. During this period, he also
taught in the areas of Strategic Management and International Business. He was
a Fulbright Scholar in Brazil in 1977. John prepared for his career with a
bachelors degree from the University of Notre Dame, MBA from Indiana University,
and Ph.D. from The American University. His works have been published in
several journals and texts. He is a member of several academic associations and
honor societies including the Academy of Management, Small Business Institute
Directors Association, Beta Gamma Sigma and Alpha Sigma Nu. He is current
president of the Western Association of Collegiate Schools of Business. He is
past president of the Association of Jesuit Colleges and Universities - Business
Deans. He was the founding President of the International Association of Jesuit
Business Schools. He is a member of the Rotary Club of Los
3
<PAGE>
Angeles, Financial Executives Institute, and the Jonathan Club. He has served on
the Board of Directors of small companies and currently is on the Board of
Trustees of the Turner Funds. He is the immediate past Chairman of the Board of
Notre Dame Academy in Los Angeles.
Allan R. Lyons. Allan R. Lyons joined Piaker & Lyons in 1964 after several
years with a major CPA firm in New York City, admitted as an executive in 1968.
Chairman of the firm's personal financial planning committee and executive
committee. Mr. Lyons is a Certified Public Accountant with the State of New
York. He received his Bachelor of Arts in Accounting at Harpur College
(Binghamton University). He received his Master of Business Administration in
Accounting at Ohio State University. Mr. Lyons is affiliated with the American
Institute of CPAs (including Personal Financial Planning and Tax Divisions), the
New York State Society of CPAs (former President of Binghampton Chapter), and
the International Association for Financial Planning. He serves on the Board of
Advisors of the School of Management at Binghampton University, as Treasurer and
Trustee of United Health Services, and on the Endowment Committee of the United
Jewish Appeal of Broome County, Harpur Forum. Mr. Lyons has been the
Comptroller and Finance Director for the Town of Vestal from 1970 to the
present.
Robert G. Kalik. Robert G. Kalik is partner in the law firm of Nateman &
Kalik, LLP, where he counsels clients in international business matters. His
work includes multinational strategic planning, corporate financing, and
executive management. Prior to forming Nateman & Kalik, Mr. Kalik spent ten
years as a partner with the international law firm of McDermott, Will & Emery.
In 1992 Mr. Kalik was one of several partners who established the firm's
Vilnius, Lithuania office. He has written articles and lectured widely on
international matters. Mr. Kalik received his bachelor's degree from Syracuse
University in 1975, and his law degree in 1979 from the Benjamin N. Cardozo
School of Law of the Yeshiva University. Mr. Kalik owns 33,467 options to
purchase common stock of the Company at an exercise price of $0.06 issued under
the Company's 1992 Stock Option Plan and has, from time, provided legal services
and advice to the Company and its Chief Executive Officer.
4
<PAGE>
CONSENT ACTION IN WRITING OF
THE MAJORITY SHAREHOLDERS OF
SOUND SOURCE INTERACTIVE, INC.
a Delaware corporation
IN LIEU OF MEETING
The undersigned majority shareholders of Sound Source Interactive, Inc. (the
ACompany@), acting pursuant to Section 228 of the Delaware General Corporation
Law and the Company's Bylaws, hereby consent to take the following actions.
ELECTION OF NEW DIRECTORS
- -------------------------
The following individuals are hereby nominated for election to the Company's
Board of Directors.
[INSTRUCTIONS TO SHAREHOLDERS: If you would like to vote for the election of
each nominee to the Company's Board of Directors, please mark the box underneath
the nominee's biography which states: "I hereby vote to elect this nominee to
the Company's Board of Directors." If you wish to withhold your vote for any
particular nominee or wish to abstain from voting on this issue, please mark the
box underneath the nominee's biography which states: "I hereby withhold my vote
for this nominee." If neither box is checked, your vote, either for, against,
or abstaining, cannot be counted, so kindly check one box or the other,
indicating your preference.]
Wayne M. Rogers. Mr. Rogers received his Bachelor of Arts degree from
Princeton University after which he served in the Armed Forces for three years.
In addition to his activities as a well-known actor, he had been involved in
investment activities for over thirty years. Currently, Mr. Rogers is the
General Partner of Balanced Value Fund, which is a partnership that advises and
invests in middle market companies with sales of $10 million to $50 million as
well as serving as an advisor on the board of several different publicly held
companies. He is a founder of Plaza Bank of Commerce and serves on its advisory
board. He is also a General Partner of several partnerships devoted to the
development and management of real estate. Most recently, Mr. Rogers acquired a
chain of 62 convenience stores in the Southeast. Mr. Rogers has been National
Chairman of Easter Seals, a member of the Executive Committee of the Arthritis
Foundation, Juvenile Diabetes Foundation, Trustees of the Webb School and the
Kenan Institute of Private Enterprise, an affiliate of the School of Business
Administration of the University of North Carolina, Chapel Hill.
[_] I hereby vote to elect this nominee to the Company's Board of Directors.
[_] I hereby withhold my vote for this nominee.
John T. Wholihan. John Wholihan has been Dean of the College of Business
Administration at Loyola Marymount University since 1984. Prior to coming to
L.M.U., his administrative experience included five years as Associate Dean at
Bradley University, also serving several years as Director of the MBA Program
and Director of the Small Business Institute. During this period, he also
taught in the areas of Strategic Management and International Business. He was
a Fulbright Scholar in Brazil in 1977. John prepared for his career with a
bachelors degree from the University of Notre Dame, MBA from Indiana University,
and Ph.D. from The American University. His works have been published in
several journals and texts. He is a member of several academic associations and
honor societies including the Academy
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<PAGE>
of Management, Small Business Institute Directors Association, Beta Gamma Sigma
and Alpha Sigma Nu. He is current president of the Western Association of
Collegiate Schools of Business. He is past president of the Association of
Jesuit Colleges and Universities - Business Deans. He was the founding President
of the International Association of Jesuit Business Schools. He is a member of
the Rotary Club of Los Angeles, Financial Executives Institute, and the Jonathan
Club. He has served on the Board of Directors of small companies and currently
is on the Board of Trustees of the Turner Funds. He is the immediate past
Chairman of the Board of Notre Dame Academy in Los Angeles.
[_] I hereby vote to elect this nominee to the Company's Board of Directors.
[_] I hereby withhold my vote for this nominee.
Allan R. Lyons. Allan R. Lyons joined Piaker & Lyons in 1964 after several
years with a major CPA firm in New York City, admitted as an executive in 1968.
Chairman of the firm's personal financial planning committee and executive
committee. Mr. Lyons is a Certified Public Accountant with the State of New
York. He received his Bachelor of Arts in Accounting at Harpur College
(Binghamton University). He received his Master of Business Administration in
Accounting at Ohio State University. Mr. Lyons is affiliated with the American
Institute of CPAs (including Personal Financial Planning and Tax Divisions), the
New York State Society of CPAs (former President of Binghampton Chapter), and
the International Association for Financial Planning. He serves on the Board of
Advisors of the School of Management at Binghampton University, as Treasurer and
Trustee of United Health Services, and on the Endowment Committee of the United
Jewish Appeal of Broome County, Harpur Forum. Mr. Lyons has been the
Comptroller and Finance Director for the Town of Vestal from 1970 to the
present.
[_] I hereby vote to elect this nominee to the Company's Board of Directors
[_] I hereby withhold my vote for this nominee.
Robert G. Kalik. Robert G. Kalik is partner in the law firm of Nateman &
Kalik, LLP, where he counsels clients in international business matters. His
work includes multinational strategic planning, corporate financing, and
executive management. Prior to forming Nateman & Kalik, Mr. Kalik spent ten
years as a partner with the international law firm of McDermott, Will & Emery.
In 1992 Mr. Kalik was one of several partners who established the firm's
Vilnius, Lithuania office. He has written articles and lectured widely on
international matters. Mr. Kalik received his bachelor's degree from Syracuse
University in 1975, and his law degree in 1979 from the Benjamin N. Cardozo
School of Law of the Yeshiva University. Mr. Kalik owns 33,467 options to
purchase common stock of the Company at an exercise price of $0.06 issued under
the Company's 1992 Stock Option Plan and has, from time, provided legal services
and advice to the Company and its Chief Executive Officer.
[_] I hereby vote to elect this nominee to the Company's Board of Directors.
[_] I hereby withhold my vote for this nominee.
NOW, THEREFORE, if a majority of the shares vote to elect these individuals to
the Board of Directors, BE IT RESOLVED that Messrs. Kalik, Lyons, Rogers, and
Wholihan are hereby elected to the Company's Board of Directors, their
appointments to begin immediately.
6
<PAGE>
EFFECTIVENESS OF THIS CONSENT
- -----------------------------
This Consent shall be effective for no longer than sixty (60) days from the
date of the first signature below. The Company intends to call for a vote to
confirm this majority shareholders action by consent at its Annual Meeting of
Shareholders scheduled for March 23, 1998.
REVOCABILITY OF THIS CONSENT
- ----------------------------
This consent is fully revocable by a writing received by the Company prior to
the time that written consents of the number of shares required to authorize the
proposed action have been filed with the Secretary of the Company. Such
revocation is effective upon its receipt by the Secretary of the Company. If you
wish to revoke this consent after you have signed it, please mail, fax, or send
by overnight delivery, your revocation in writing to:
Mr. Ulrich E. Gottschling, Secretary
Sound Source Interactive, Inc.
26115 Mureau Road, Suite B
Calabasas, CA 91302
Facsimile: 818/878-0007
FURTHER ACTION
- --------------
RESOLVED, that the Officers and Directors of the Company are authorized to
take such further action as they may deem necessary or appropriate to carry out
the purpose and intent of the foregoing resolutions.
FACSIMILE SIGNATURES
- --------------------
RESOLVED, that facsimile signatures of the shareholders on this Consent shall
be deemed to be original signatures for all intents and purposes.
CERTIFICATION
- -------------
The undersigned hereby consent to this action and the resolutions set forth
above and direct and authorize that a copy of this Consent Action in Writing by
the Majority Stockholders be placed by the Company 's Secretary with the minutes
of the proceedings of the Stockholders in the official records of the Company.
SHAREHOLDER SIGNATURE:
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Print Name:_________________________ Date Signed: Number of Shares Held:
Sign Name:_________________________ ___________ ___________________
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7
