AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 18, 2000
REGISTRATION NO. 333-
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)
DELAWARE 95-4264046
--------------- -------------
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Employer Incorporation
or Organization)
26115 MUREAU ROAD, SUITE B
CALABASAS, CALIFORNIA 91302-3126
---------------------------------
(Address of Principal Executive Offices)
SOUND SOURCE INTERACTIVE, INC.
1999 DIRECTOR STOCK PLAN
(Full Title of the Plan)
JEFFREY COURT
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
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Title of Amount to be Proposed Maximum Proposed Amount
shares to be Registered Offering Price Maximum of
Registered Per Share (1) Aggregate Registration
Offering Price Fee
------------------------------------------------------------------------------
Common Stock 1,000,000 Shares $.48 $480,000 $126.72
(par value $.001)
including Common
Stock Options
(1) Represents the maximum number of shares of Common Stock available for
issuance under the Plan.
(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 October 16, 2000.
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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.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference into this
registration statement:
(1) Our annual report on Form 10-KSB for the fiscal year ended June
30,2000, as filed with the Securities and Exchange Commission (the
"SEC")on October 13,2000;
(2) Our current report on Form 8-K, as filed with the SEC on September
15,2000; and
(3) The description of the Company's Common Stock contained in the
Company's registration statement on Form 8-A filed with the SEC
pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents (such documents,
and the documents enumerated above, being hereinafter referred to as
"Incorporated Documents").
Any statement contained in an incorporated document shall be deemed to
be modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
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Item 4. DESCRIPTION OF SECURITIES.
The securities to be offered are registered under Section 12(b) of the
Exchange Act.
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Certificate of Incorporation provides that a director of
the Company, to the maximum extent now or hereafter permitted by Section
102(b)(7) of the Delaware General Corporation Law (the "Delaware GCL"), will
have no personal liability to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director. Section 102(b)(7) of the
Delaware GCL currently provides that directors of corporations that have
adopted such a provision will not be so liable, except (i) for any breach of
the director's duty of loyalty to the Company or its stockholders, (ii) for
acts or omissions not in good faith or that involve intentional misconduct or
a knowing violation of law, (iii) as provided under Section 174 of the
Delaware GCL for the payment of certain unlawful dividends and the making of
certain stock purchases or redemptions or (iv) for any transaction from which
the director derived an improper personal benefit. This provision would
absolve directors of personal liability for negligence in the performance of
their duties, including gross negligence. It would not permit a director to be
exculpated, however, for liability for actions involving conflicts of interest
or breaches of the traditional "duty of loyalty" to the Company and its
stockholders, and it would not affect the availability of injunctive or other
equitable relief as a remedy.
The Company's Bylaws generally require the Company to indemnify and
advance expenses to its directors, officers, employees and other agents to the
fullest extent permitted by Delaware law. The Company also has entered into
indemnification agreements with each of its existing directors, and plans to
enter into indemnification agreements with directors appointed in the future,
whereby the Company will indemnify each such person against certain claims
arising out of certain past, present or future acts, omissions or breaches of
duty committed by an indemnitee while serving as a Company director. Such
indemnification does not apply to acts or omissions which are knowingly
fraudulent, deliberately dishonest or arise from willful misconduct.
Indemnification will only be provided to the extent that the indemnitee has
not already received payments in respect of a claim from the Company or from
an insurance company. Under certain circumstances, such indemnification
(including reimbursement of expenses incurred) will be allowed for liability
arising under the Securities Act.
The Company has purchased a director's and officers' liability policy
insuring directors and officers of the Company.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
Reference is made to the Exhibit Index.
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Item 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement
to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in this
registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) That, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to section 13(a)
or section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other that the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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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 October 17, 2000.
SOUND SOURCE INTERACTIVE, INC.
By: /s/ Vincent J. Bitetti
------------------------------
Vincent J. Bitetti
Chairman of the Board and
Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Vincent
J. Bitetti and/or Jeffrey Court its 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 indicated, on October 17, 2000.
SIGNATURE TITLE
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Chairman and
/s/ Vincent J. Bitetti Chief Executive Officer
------------------------ (principal executive officer)
Vincent J. Bitetti
Vice President of Finance
/s/ Jeffrey Court and Acting Chief Financial Officer
------------------------- (principal financial and
Jeffrey Court accounting officer)
/s/ Richard Azevedo Director
--------------------
Richard Azevedo
/s/Mark A. James Director
---------------------
Mark A. James
/s/ Samuel L. Poole Director
----------------------
Samuel L. Poole
/s/ John T. Wholihan Director
----------------------
John T. Wholihan
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EXHIBIT INDEX
Exhibit
Number Description
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4.1 Sound Source Interactive, Inc. 1999 Director Stock Plan.
Incorporated by reference to Exhibit A to the Registrant's
Proxy Statement on Schedule 14A filed with the Commission on
November 22, 1999.
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 BDO Seidman, LLP. Filed herewith.
