SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. )*
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SOUND SOURCE INTERACTIVE, INC
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(Name of Issuer)
Common Stock
par value $.001
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(Title of Class of Securities)
83608K 107
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(CUSIP Number)
December 31, 1998
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(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
*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 7 Pages)<PAGE>
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1. NAME OF REPORTING PERSON:
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ERIC H WINSTON - SSN ###-##-####
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION United States
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NUMBER OF 5. SOLE VOTING POWER: 0 shares (See Item 4)
SHARES BENEFICIALLY ------------------------------------------------------
OWNED BY EACH 6. SHARED VOTING POWER: 170,838 shares (See Item 4)
REPORTING --------------------------------------------------------
PERSON 7. SOLE DISPOSITIVE POWER: 0 shares (See Item 4)
WITH --------------------------------------------------------
8. SHARED DISPOSITIVE POWER: 270,838 shares (See Item 4)
- ------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
270,838 shares (See Item 4)
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.6 (See Items
4 and 5)
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12. TYPE OF REPORTING PERSON* IN
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Page 2 of 7<PAGE>
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Item 1(a). Name of Issuer:
--------------
Sound Source Interactive, Inc. (the "Company")
Item 1(b). Address of Issuer's Principal Executive Offices:
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26115 Mureau Road, Suite B
Calabasas, CA 91302-3126
Item 2(a). Name of Person Filing:
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Eric H. Winston
Item 2(b). Address of Principal Business Office:
------------------------------------
5567 Springhill Court
Westlake Village, CA
Item 2(c). Citizenship:
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United States
Item 2(d). Title of Class of Securities:
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Common Stock, par value $.001 (the "Common Stock")
Item 2(e). CUSIP Number:
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83608K 107
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-
2(b) or (c), check whether the person filing is a:
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Not applicable.
Item 4. Ownership:
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(a) Amount beneficially owned: 270,838 shares(1)
(b) Percent of class: 4.6 (1)(2)
Page 3 of 7 Pages<PAGE>
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(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: 170,838
shares(4)
(iii) Sole power to dispose or to direct the disposition of:
0 shares(5)
(iv) Shared power to dispose or to direct the disposition of:
270,838 shares(6)
- -----------------
(1) Includes (a) 170,838 shares of Common Stock of which Mr. Winston
is the direct beneficial owner and (b) 100,000 shares of Common Stock
which Mr. Winston has the right to acquire from Vincent J. Bitetti
pursuant to a presently exercisable option.
(2) Based on 5,867,729 shares of Common Stock outstanding as of
November 9, 1998, as set forth in the Company's Proxy Statement dated
as of such date.
(3) Mr. Winston's voting power with respect to all shares of Common
Stock owned by him is shared, as described in Note (4) below.
(4) Includes (a) 170,838 shares of Common Stock which Mr. Winston is
the direct beneficial owner, as to all of which Mr. Bitetti has
shared voting power as described below. Excludes 100,000 shares of
Common Stock which Mr. Winston has the right to acquire from Vincent
J. Bitetti pursuant to a presently exercisable option. All of the
information concerning the voting arrangements to which Mr. Winston's
Common Stock is subject is based upon the disclosures set forth in the
Company's Proxy Statement dated November 9, 1998.
Pursuant to the Underwriting Agreement (the "Underwriting Agreement")
dated July 1, 1996 pertaining to the Company's initial public
offering, the Company granted the underwriters for such offering, The
Boston Group, L.P. and Joseph Stevens & Co., L.P., each the right to
nominate from time to time one director of the Company or to have an
individual designated thereby attend all Board meetings as a nonvoting
advisor. In addition, Mr. Bitetti and Mr. Winston each agreed to vote
all of their Common Stock in favor of the two director nominees
selected by the underwriters. The voting agreement with the
underwriters will terminate on July 8, 2001. Effective November 20,
1997, Joseph Stevens & Co., L.P. assigned to the Boston Group, L.P.
its director nomination rights under the foregoing agreement.
Page 4 of 7 Pages<PAGE>
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Pursuant to a Stockholder Voting Agreement (the "Stockholder Voting
Agreement") dated as of April 30, 1996 among Vincent J. Bitetti, Eric
H. Winston and ASSI, Inc., Messrs. Bitetti and Winston agreed to vote
all of their Common Stock in favor of one director nominee selected by
ASSI, Inc. and in favor of an amendment to the Company's Bylaws
providing that the number of directors would be five, which provision
could not be amended except with the consent of ASSI, Inc. In
addition, ASSI, Inc. agreed to vote all of its shares of Common Stock
for two directors nominated by Mr. Bitetti as long as he held at least
20 percent of the outstanding Common Stock, and for one director
nominated by Mr. Bitetti for as long as he held at least ten percent
but less than 20 percent of the outstanding Common Stock. The
Stockholder Voting Agreement will terminate on the earlier of July 1,
2001 or the date when Messrs. Bitetti and Winston together cease to
own at least ten percent of the outstanding Common Stock.
On April 27, 1998, the Company entered into a Settlement Agreement
(the "Settlement Agreement") dated as of April 24, 1998 with ASSI,
Inc., NCD, Inc., The Boston Group, L.P., Vincent J. Bitetti, Ulrich E.
Gottschling, Mark A. James and Robert G. Kalik. Pursuant to the
Settlement Agreement, among other things, the Bylaws were amended to
increase the number of directors from five to seven. Also pursuant to
the Settlement Agreement, the Company received the consent (the
"Consent") of ASSI, Inc. to certain matters relating to the
Stockholder Voting Agreement. Among other things, the Consent
provides that as between the Company, ASSI, Inc., The Boston Group,
L.P. and Vincent J. Bitetti, the nominees for the seven-person Board
of Directors will be determined as follows: two persons may be
nominated by Bitetti as long as he holds 750,000 or more shares of the
Common Stock (but only one person, if Bitetti holds more than 500,000
and less than 750,000 shares, and no person if Bitetti holds 500,000
or fewer shares); one person may be nominated by ASSI, Inc. as long as
it holds 500,000 or more shares of the Common Stock (but no person if
ASSI, Inc. holds fewer than 500,000 shares); up to two persons may be
nominated by The Boston Group, L.P. (including as assignee of the
rights of Joseph Stevens & Co., L.P.) pursuant to the Underwriting
Agreement so long as it may be in effect in pertinent part; one person
(an "Expansion Member") may be nominated by Mr. Bitetti (subject to
approval of such person by ASSI, Inc. (unless a renomination of a
presently serving nominee); and one person (another "Expansion
Member") may be nominated by ASSI, Inc. (subject to approval of such
person by Mr. Bitetti (unless a renomination of a presently serving
nominee)). Each Expansion Member must be independent of the Company
and the person nominating such Expansion Member, and must meet certain
other requirements set forth in the Consent.
Page 5 of 7 Pages
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The Consent is terminable at the option of ASSI, Inc. in the event
of a breach of the Stockholder Voting Agreement, the Settlement
Agreement or the Consent by the Company, Vincent J. Bitetti or
Ulrich E. Gottschling prior to the termination of the Stockholder
Voting Agreement. In the event of such termination, the authorized
number of directors will be automatically reduced from seven to five
at the next annual meeting of stockholders, and nominations and
elections for the resulting five-member Board will be governed by
the Stockholder Voting Agreement and the Underwriting Agreement,
without regard to the Consent.
(5) Excludes (a) 170,838 shares of Common Stock of which Mr. Winston
is the direct beneficial owner and (b) 100,000 shares of Common
Stock which Mr. Winston holds a presently exercisable option to
purchase from Mr. Bitetti, as to all of which shares Mr. Bitetti
holds a right of first refusal.
(6) Includes (a) 170,838 shares of Common Stock of which Mr.
Winston is the direct beneficial owner and (b) 100,000 shares of
Common Stock which Mr. Winston holds a presently exercisable option
to purchase from Mr. Bitetti, as to all of which shares Mr. Bitetti
holds 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. [X]
Item 6. Ownership of More Than Five Percent on Behalf of Another Person:
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Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company:
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Not applicable.
Item 8. Identification and Classification of Member of the Group:
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Not applicable.
Page 6 of 7 Pages<PAGE>
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Item 9. Notice of Dissolution of Group:
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Not applicable.
Item 10. Certification:
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Not applicable.
Signature
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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: February 3, 1999 By: /s/ Eric H. Winston
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Eric H. Winston
Page 7 of 7 Pages
