<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE REGISTRATION NO. 333-
COMMISSION ON SEPTEMBER 17, 1998
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
----------------------------
SOUND SOURCE INTERACTIVE, INC.
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C> <C>
DELAWARE 26115 MUREAU ROAD, SUITE B 95-4264046
(State or Other Jurisdiction CALABASAS, CALIFORNIA 91302-3126 (I.R.S. Employer
of Incorporation or Organization) (Address of Principal Executive Offices) Identification No.)
</TABLE>
SOUND SOURCE INTERACTIVE, INC.
1995 STOCK OPTION PLAN
(Full Title of the Plan)
ULRICH E. GOTTSCHLING
SOUND SOURCE INTERACTIVE, INC.
26115 MUREAU ROAD, SUITE B
CALABASAS, CALIFORNIA 91302-3126
(818) 878-0505
(Name, Address and Telephone Number of Agent for Service)
----------------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed
Title of Amount Maximum Proposed Amount of
Securities to be Offering Price Maximum Aggregate Registration
to be Registered Registered (1) Per Share (2) Offering Price Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (par 1,000,000 Shares (3) $.9375 $937,500 $295
value $.001) including
Common Stock Options
</TABLE>
- --------------------------------------------------------------------------------
(1) An undetermined number of additional shares may be issued if the anti-
dilution adjustment provisions of the plan become operative.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with rule 457(c) and (h) under the Securities Act of 1933 on the
basis of the closing sale price of the Common Stock as reported by the
NASDAQ SmallCap Market on September 15, 1998.
(3) Includes 500,000 shares carried forward from Registration No. 333-11481, in
respect of which a registration fee of $862.07 was previously paid.
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE
PROSPECTUS OR OTHER DOCUMENTS CONTAINING THE INFORMATION SPECIFIED IN PART I OF
FORM S-8 WITH RESPECT TO THE SECURITIES COVERED BY THIS REGISTRATION STATEMENT,
ARE TO BE USED IN CONNECTION WITH SECURITIES PREVIOUSLY REGISTERED ON FORM S-8
UNDER REGISTRATION NO. 333-11481.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information *
Item 2. Registrant Information and Plan Annual Information *
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act of 1933 and the Note to Part I
of the Instructions to Form S-8.
I-1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Except for the Item 8 disclosure, the contents of the Registration
Statement on Form S-8 (No. 333-11481) previously filed by the Registrant with
the Securities and Exchange Commission ("Commission") on September 3, 1996, are
incorporated by reference in this Registration Statement.
Item 8. Exhibits.
Reference is made to the Exhibit Index.
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in Calabasas, California on August 28, 1998.
SOUND SOURCE INTERACTIVE, INC.
By: /s/ Vincent J. Bitetti
----------------------------------------
Vincent J. Bitetti
Chairman of the Board and Chief
Executive Officer
II-2
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Vincent
J. Bitetti and/or Ulrich E. Gottschling is true and lawful attorney-in-fact and
agent, acting alone, with full powers of substitution and re-substitution, for
him and in his name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement, any amendments thereto and any Registration Statement for the same
offering which is effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, each acting alone,
full powers and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all said attorney-in-fact and agent, acting alone, or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates stated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ Vincent J. Bitetti Chairman of the Board and August 28, 1998
- ---------------------------- Chief Executive Officer (principal
Vincent J. Bitetti executive officer)
/s/ Ulrich E. Gottschling President, Chief Operating Officer, August 28, 1998
- ---------------------------- Chief Financial Officer, Treasurer
Ulrich E. Gottschling and Secretary (principal financial and
accounting officer)
/s/ Richard Azevedo Director August 17, 1998
- ----------------------------
Richard Azevedo
/s/ Mark A. James Director August 18, 1998
- ----------------------------
Mark A. James
/s/ Samuel L. Poole Director August 28, 1998
- ----------------------------
Samuel L. Poole
/s/ Wayne M. Rogers Director August 28, 1998
- ----------------------------
Wayne M. Rogers
/s/ John T. Wholihan Director August 18, 1998
- ----------------------------
John T. Wholihan
</TABLE>
II-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<C> <S>
4 Sound Source Interactive, Inc. 1995 Stock Option Plan, as
amended. Incorporated by reference to Exhibit A to the
Registrant's Proxy Statement on Schedule 14A filed with the
Commission on June 9, 1998.
5.1 Opinion (including consent) of Swidler Berlin Shereff
Friedman, LLP. Filed herewith.
23.1 Consent of Deloitte & Touche LLP. Filed herewith
23.2 Consent of Corbin & Wertz. Filed herewith.
</TABLE>
II-4
<PAGE>
EXHIBIT 5.1
[LETTERHEAD]
September 10, 1998
Sound Source Interactive, Inc.
26115 Mureau Road
Suite B
Calabasas, CA 91302-3126
Gentlemen:
We have acted as counsel for Sound Source Interactive, Inc. (the "Company")
in connection with the preparation and filing of a Registration Statement on
Form S-8 (the "Registration Statement") for the registration under the
Securities Act of 1933, as amended, of 500,000 shares of the Company's Common
Stock, $.001 par value (the "Common Stock"), which may be issued pursuant to the
Company's 1995 Stock Option Plan, as amended (the "Plan"). Such 500,000 shares
of Common Stock are in addition to the 500,000 shares of Common Stock originally
authorized for issuance pursuant to the Plan, which were registered under the
Securities Act of 1933, as amended, pursuant to the Company's Registration
Statement on Form S-8, No. 333-11481.
We have examined: (i) the Company's Second Restated Certificate of
Incorporation and Amended and Restated By-Laws; (ii) an officers' certificate as
to the corporate proceeding of the Company relating to the Registration
Statement and other factual matters; (iii) a copy of the Plan; and (iv) such
other documents and records as we have deemed necessary in order to render this
opinion.
Based upon the forgoing, we are of the opinion that:
1. All legal and corporate proceedings necessary for the issuance of
shares of Common Stock under the Plan have been duly taken.
2. The Common Stock, upon issuance pursuant to the terms of the Plan,
will be validly issued, fully paid and nonassessable.
<PAGE>
Sound Source Interactive, Inc.
September 10, 1998
Page 2
We hereby consent to all references to our Firm in the Registration
Statement and to the filing of this opinion as an Exhibit to the Registration
Statement.
Very truly yours,
Swidler Berlin Shereff Friedman, LLP
<PAGE>
EXHIBIT 23.1
[LETTERHEAD]
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Sound Source Interactive, Inc. on Form S-8 of our report dated October 2, 1997,
appearing in the annual report of Form 10-KSB of Sound Source Interactive, Inc.
for the year ended June 30, 1997.
/s/ Deloitte & Touche LLP
Los Angeles, California
September 10, 1998
<PAGE>
EXHIBIT 23.2
[LETTERHEAD]
Sound Source Interactive, Inc.:
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated September 16, 1996 appearing in your
Annual Report on Form 10-KSB of Sound Source Interactive, Inc. for the years
ended June 30, 1996 and 1995.
/s/ Corbin & Wertz
CORBIN & WERTZ
Irvine, California
September 10, 1998
