Pre-Effective Amendment to Registration of Securities by a Small-Business Issuer — Form SB-2
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SB-2/A Pre-Effective Amendment to Registration of 142 740K
Securities by a Small-Business Issuer
2: EX-1 Underwriting Agreement 54 225K
3: EX-4.2 Instrument Defining the Rights of Security Holders 31 107K
4: EX-4.3 Instrument Defining the Rights of Security Holders 38 141K
5: EX-4.4 Instrument Defining the Rights of Security Holders 9 46K
6: EX-5 Opinion re: Legality 3 14K
7: EX-9.1 Voting Trust Agreement 6 27K
8: EX-9.2 Voting Trust Agreement 1 10K
9: EX-9.3 Voting Trust Agreement 1 10K
10: EX-9.4 Voting Trust Agreement 1 10K
11: EX-10.1 Material Contract 17 57K
12: EX-10.2 Material Contract 16 57K
13: EX-10.3 Material Contract 13 47K
14: EX-10.35 Material Contract 12 55K
15: EX-10.36 Material Contract 12 55K
16: EX-10.37 Material Contract 12 55K
17: EX-10.38 Material Contract 11 45K
18: EX-10.39 Material Contract 10 40K
19: EX-10.40 Material Contract 1 10K
20: EX-10.41 Material Contract 23 81K
21: EX-10.42 Material Contract 6 22K
22: EX-10.43 Material Contract 5 23K
23: EX-10.44 Material Contract 6 25K
24: EX-10.45 Material Contract 7 30K
25: EX-10.46 Material Contract 2 11K
26: EX-23.1 Consent of Experts or Counsel 1 8K
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of October 9, 1995, between Sound Source
Interactive, Inc., a Delaware corporation, and Sound Source Interactive, Inc., a
California corporation (collectively, "Employer"), and Ulrich Gottschling
("Executive").
W I T N E S S E T H:
WHEREAS, Employer and Executive entered into an Employment Agreement dated
October 9, 1995,
WHEREAS, Executive continues to possess an intimate knowledge of the
business and affairs of Employer, its policies, methods, personnel,
opportunities and problems;
WHEREAS, Employer desires to assure itself of Executive's continued
employment by Employer and to compensate him for such efforts; and
WHEREAS, Executive is desirous of committing himself to serve Employer on
the terms herein provided;
NOW, THEREFORE, in consideration of the covenants herein contained, the
parties hereto hereby agree as follows:
1. EMPLOYMENT. Executive is hereby employed as the Chief Financial
Officer of Employer. Executive, along with the Chief Executive Officer and
President of Employer, shall have supervision and control over, and
responsibility for, the operations and affairs of Employer, and shall have such
other powers and duties as may be from time to time assigned to him by the Board
of Directors of Employer (the "Board"), and Executive hereby accepts such
employment, all subject to the terms and conditions herein contained. Executive
hereby agrees that during the period of his employment hereunder he shall devote
substantially all of his business time, attention and skills to the business and
fairs of Employer and its subsidiaries. Executive will report directly to
President of Corporation, and/or the CEO when President unavailable or away from
the Corporation offices.
2. PLACE OF PERFORMANCE. In connection with his employment by Employer,
Executive shall be based at Employer's principal executive offices.
3. COMPENSATION.
(a) BASE SALARY. Employer shall pay to Executive, and Executive
shall accept, for all services which may be rendered by
him pursuant to this Agreement, a base salary ("Base Salary") as hereinafter set
forth. The Base Salary during the term of this
Agreement shall be $110,000.00.
Any increase in Base Salary or other compensation granted by Employer, the
Board or any committee thereof shall in no way limit or reduce any other
obligation of Employer hereunder and, once established at an increased specified
rate, Executive's Base all not thereafter be reduced, other than as necessitated
by Employer's adverse financial condition, Executive's salary shall be payable
in accordance with practices as from time to time in effect.
(b) AUTOMOBILE. In order to facilitate travel by Executive in the
performance of his duties hereunder, Employer shall furnish Executive, at no
expense to him, with a monthly automobile allowance that shall not exceed
$300.00 per month.
(c) EXPENSES. During the term of his employment hereunder, Executive
shall be entitled to receive prompt reimbursement for all reasonable expenses
incurred by him in performing services hereunder, provided that Executive
properly accounts therefore in accordance with Employer's policy relating
thereto. Without limiting the generality of the foregoing, the parties aggree
that any travel Executive undertakes in connection with the performance of his
duties hereunder shall be in (business class or better), and Employer shall
reimburse Executive for such expenses.
(d) BENEFIT PLANS. Executive shall be entitled to participate in or
receive bcnefils under any employee benefit plan or arrangement currently
available, or made available by Employer in the future, to its executives and
key management employees, subject to an on a basis consistent with the terms,
conditions and overall administration of such plan or arrangement. Employer
will provide 100% medical coverage for Executive and family. If Executive
elects not to participate in any of the health plans sponsored by Employer, then
Employer shall reimburse Executive in an amount not to exceed the dollar amount
which the Company would incur in providing such benefits through Company
provided policies or plans, per month for costs incurred by Executive and his
family. Employer shall not make any changes in any employee benefit plans or
arrangements in effect on the date hereof or during the term of this Agreement
in which Executive participates (including, without limitation, any pension and
retirement plan, supplemental pension and retirement plan, savings and profit
sharing plan, stock ownership plan, stock purchase plan, Stock option plan, life
insurance plan, medical insurance plan, disability plan, dental plan, health-
and-accident plan or arrangement) which would adversely affect Executive's
rights or benefits thereunder, unless such change occurs pursuant to a program
applicable to all executives of the
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Employer and does not result in a proportionately greater reduction in the
rights of or benefits to Executive as compared with any other executive of
Employer. Any payments or benefits payable to Executive hereunder in respect of
any calendar year during which Executive is employer by Employer for less than
the entire such year shall, unless otherwise provided in the applicable plan or
arrangement, be otherwise provided in the applicable plan or arrangement, be
prorated in accordance with number of calendar days in such calendar year during
which he is so employed.
(e) VACATIONS, HOLIDAYS AND SICK LEAVE. Executive shall be entitled
to the number of paid holidays, personal days off, vacations days and sick
leave days in each calendar year as are determined by Employer from time to time
for its senior executive officers, but not less than two weeks in the first
calendar year and three weeks thereafter (prorated, in any calendar year during
which Executive is employed under this Agreement for less than the entire such
year, in accordance with the number of calendar days in such calendar year
during which he is so employed). Vacation may be taken in Executive's
discretion, so long as it is not inconsistent with the reasonable business needs
of Employ. Executive shall be entitled to accrue up to two years vacation days
not taken by him.
(f) KEY MAN LIFE INSURANCE. Executive shall cooperate with Employer
to secure, for Employer, a key man life insurance policy on the life of
Executive in the amount of $500,000, to be paid to Employer upon Executive's
death.
(g) BASE SALARY NOT EFFECTED BY OTHER BENEFITS. None of the benefits
to which Executive is entitled under any of the provisions of Section 3(b)-3(g)
hereof shall in any manner reduce or be deemed to be in lieu of the Base Salary
payable to Executive pursuant to Section 3(a) hereof.
4. STOCK OPTIONS. Executive shall be granted 100,000 options at an
excercise price of $5.00 per share. All options are vested as of the effective
date.
5. TERM OF EMPLOYMENT. The employment by Employer of Executive pursuant
hereto shall commence as of the date hereof (the "Effective Date") and, subject
to the provisions of Section 5 hereof, shall terminate two years after the
Effective Date (the "Termination Date"). This Agreement shall automatically be
extended for one additional year beyond the Termination Date (the "Extended
Termination Date") unless at least 30 calendar days prior to the Termination
Date, Executive or Employer shall have given notice that he or it does not wish
to extend this Agreement.
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6. PREMATURE TERMINATION. Anything in this Agreement contained to the
contrary notwithstanding:
(a) DEATH. Executive's employment hereunder shall terminate
forthwith upon the death of Executive.
(b) DISABILITY. Executive's employment hereunder shall terminate, at
the option of Employer, in the event that the CEO and President make a good
faith determination that Executive suffers from Disability (as hereinafter
defined) so as to be unable to substantially perform his duties hereunder for a
period of no less than 30 consecutive calendar days during any period of 12
consecutive months. As used in this Agreement, the term "Disability" shall mean
the material inability, in the opinion of the Chief Executive Officer and the
President, of Executive to render his agreed-upon services to Employer due to
physical and/or mental infirmity, which opinion is concurred in by a physician
or psychiatrist selected by Executive or his duly appointed representative or
guardian and reasonably acceptable Employer.
(c) TERMINATION FOR CAUSE. Employer may terminate Executive's
employment hereunder for Cause. For purposes of this Agreement, Employer shall
have "Cause" to terminate Executive's employment hereunder upon (i) the willful
and continued failure by Executive to substantially perform his duties hereunder
(other than any such failure resulting from Executive's incapacity due to
physical or mental illness) after demand for substantial performance is
delivered by Employer specifically identifying the manner in which Employer
believes Executive has not substantially performed his duties, or (ii) the
willful engaging by Executive in misconduct which is materially injurious to
Employer, monetary or otherwise, or (iii) the willful violation by Executive of
the provision of Section 8 hereof provided that such violation results in
material injury to Employer. No act, or failure to act, on Executive's part
shall be considered "willful" unless done, or omitted to be done, by him not in
good faith and without reasonable belief that this action or omission was in the
best interest of Employer. Notwithstanding the foregoing, Executive shall not
be deemed to have been terminated for Cause unless and until there shall have
been offered to Executive an opportunity for him, together with him counsel, to
be heard by the CEO and President and/or counsel for the Company), finding that,
in the good faith opinion of the CEO or President, Executive conducted, or
failed to conduct, himself in a manner set forth above in clause (i), (ii), or
(iii) of this Section 5(c), and specifying the particulars thereof in detail
(d) TERMINATION BY EXECUTIVE. Executive may terminate his employment
hereunder (i) for Good Reason (as hereinafter defined) or (ii) if his physical
or mental health becomes impaired to an extent that makes the continued
performance of his
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duties hereunder hazardous to his physical or mental health or his life,
provided that Executive shall have furnished Employer with a written statement
from a doctor or psychiatrist to such effect.
(e) "GOOD REASON" DEFINED. For purposes of this Agreement, "Good
Reason" shall mean any removal of Executive as or any failure to re-elect
Executive as, Chief Financial Officer of Employer except in connection with
termination of Executive's employment for Disability; provided, however, that
any removal of Executive as, or any failure to re-elect Executive as, Chief
Financial Officer of Employer (except in connection with termination of
Executive's employment for Disability) (i) a reduction of ten percent (10%) or
more in Executive's then current Base Salary, other than a reduction
necessitated by Employer's adverse financial condition, or any failure by
Employer to comply with any of the provisions of Sections 1, 2, 3 or 4 hereof,
or (ii) the failure of Employer to obtain the assumption of the agreement to
perform this Agreement by any successor to Employer, as provided for in Section
8 hereof.
(f) NOTICE OF TERMINATION. Any termination of Executive's employment
by Employer or by Executive will be provided through written Notice of
Termination to the other party hereto. For purposes of this Agreement, a
"Notice of Termination" shall mean a notice which shall indicate the specific
termination provision in the facts and circumstances claimed to provide a basis
for termination of Executive's employment under the provision so indicated.
(g) PAYMENT OF DAMAGES. Upon the early termination of this
Agreement, and if Employer has breeched this Agreement, Employer shall pay all
benefits to which Executive may be entitled as a result of Employer's
termination of his employment under this Agreement, including any or all loss of
benefits to Executive under Employer's employee benefit plans which he would
have received if Employer had not breached this Agreement and had his employment
continued for the full term.
(h) MITIGATION NOT REQUIRED. Executive shall not be required to
mitigate thee amount of any payment provided for in this Section 6 by seeking
other employment or otherwise. However, the amount of any payment provided for
in this Section 6 shall be reduced by any compensation earned by Executive as
the result of employment by another employer after the Date of Termination, or
otherwise.
7. REGISTRATION RIGHTS.
(a) At the request of Executive made at any time subsequent to the
Date of Termination, Employer, will, as promptly as practicable (and in any
event no later than 120 days
5
following the Executive's request): (i) prepare and file under the Securities
Act of 1933, as amended ("Securities Act"), using its year-end financial
statements for the preceding year, a registration statement relating to all of
the common stock of Employer held by or issuable to Executive pursuant to any
option or other agreement between Employer and Executive (collectively, the
"Registrable Securities"); and (ii) prepare and file with appropriate Blue Sky
authorities the necessary documents to register or qualify such Registrable
Securities. Nonwithstanding the foregoing, Executive shall not be entitled to
exercise his rights under this Section 7(a) for a period of one year following
the initial public offering of common stock of the employer without the consent
of the lead underwriter in the initial public offering.
(b) Any sale of Registrable Securities pursuant to Section 7(a) shall
be made through The Boston Group, L.P. If the Registrable Securities are
offered and sold through The Boston Group, L.P. on an underwritten basis, then
Executive shall enter into an underwriting agreement with The Boston Group, L.P.
on customary terms and conditions, and shall pay The Boston Group, L.P. a
customary underwriting discount. If the Registrable Securities are offered and
sold through The Boston Group, L.P. on a nonunderwritten basis, then Executive
shall pay The Boston Group, L.P. its customary and reasonable fees.
(c) As a condition for the inclusion of any Registrable Securities in
any registration statement pursuant to this paragraph 7, at the request of
Employer, Executive shall enter into an underwriting agreement with Employer and
the underwriter(s) with respect to the registration of the Registrable
Securities, in such form as may be reasonable agreed upon by Employer and such
underwriter(s), as long as such agreement is consistent with those then in use
by major underwriters and with the provisions hereof.
(d) Employer shall pay all registration expenses relating to any
registration of Registrable Securities pursuant to this paragraph 7. Executive
shall pay all brokerage fees, underwriting fees and discounts, transfer taxes,
if any, and the fees and expenses of Executive's legal counsel in connection
with the registration and sale of the Registrable Securities.
8. NONDISCLOSURE; NONCOMPETE.
(a) CONFIDENTIAL INFORMATION. Executive shall not, to the detriment
of Employer, knowingly use for his own benefit or disclose or reveal to any
unauthorized person, any trade secret or other confidential information received
by Executive in the course of his employment or engagement in any capacity by
employer which relates to Employer or to any of the businesses operated by it,
including, but not limited to, any customer
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lists, customer needs, price and performance information, specifications,
hardware, software, devices, supply sources and characteristics, business
opportunities, marketing, promotional, pricing and financing techniques, or
other information relating to the business of Employer, and Executive confirms
that such information constitutes the exclusive property of Employer. However,
said restriction on confidential information shall not apply to information
which is: (i) generally available in the industry in which Employer operates,
(ii) disclosed in published literature or (iii) obtained by Executive from a
third party without binder or secrecy. Executive agrees that, except as
otherwise expressly agreed to by Employer, he will return to Employer, promptly
upon the request of the Board or any executive officer designated by the Board,
any physical embodiment of such confidential information.
(b) NONCOMPETITION. During the term of his employment by Employer,
Executive shall not engage, directly or indirectly (which includes, but is not
limited to, owning, managing, operating, controlling, being employed by, giving
financial assistance to, participating in or being connected in any material way
with any business or person so engaged), anywhere in the continental United
States, in the business of interactive educational computer software based on
licensed products from major motion pictures and television shows; provided,
however, that Executive's ownership as a passive investor of less than five
percent of the issued and outstanding stock of any publicly held corporation or
partnership so engaged shall not by itself be deemed to constitute such
engagement by Executive; and provided further that, subject to obtaining (as and
when required) prior written consent, which consent will not be unreasonable
withheld, nothing herein shall be construed to prevent Executive from engaging,
directly or indirectly, in any capacity in any business in the computer software
or movie industries not specified above. During such period, Executive shall
not act to induce any of Employer's or its subsidiaries, customers or employees
to take action which might be disadvantageous to Employer.
(c) REMEDIES. Executive recognizes that the possible restrictions on
his activities which may occur as a result of his performance of his obligations
under this Section 8 are required for the reasonable protection of Employer and
its investments, and Executive expressly acknowledges that damages alone will be
an inadequate remedy for any breach or violition of this Section 8, and that
Employer, in addition to all other remedies at law or in equity, shall be
entitled, as a matter of respect to any such breach or violation, in any court
of competent jurisdiction. If any of the provisions of this Section 8 are held
to be in any respect an unreasonable restriction upon Executive, then they shall
be deemed to extend only over the maximum period of time, geographic area,
and/or range of activities as to which they may be enforceable.
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(d) NONEXCLUSIVITY. The undertakings of Executive contained in
Sections 8(a), 8(b) and 8(c) hereof shall be in addition to, and not in lieu of,
any obligations which he may have with respect to the subject matter hereof,
whether by contract, as a matter of law or otherwise.
9. SUCCESSORS; BENEFITS.
(a) SUCCESSORS. Employer shall require any successor (whether direct
or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of Employer, by agreement in
form and substance satisfactory to Executive, to expressly assume and agree to
perform this Agreement in the same manner and to the same extent that Employer
would be required to perform it if no such succession had taken place. Failure
of Employer to obtain such agreement prior to the effectiveness of any such
succession shall be a breach of this Agreement and shall entitle Executive to
compensation from Employer in the same amount and on the same terms as he would
be entitled to hereunder if he terminated his employment for Good Reason, except
that for purposes of implementing the foregoing, the date on which any such
succession becomes effective shall be deemed the Date of Termination. As used
in this Agreement, "Employer" shall mean Employer as hereinbefore defined and
any successor to its business and/or assets as aforesaid which executes and
delivers the agreement provided for in this Section 9 or which otherwise becomes
bound by all the terms and provisions of this Agreement by operation of law.
(b) BENEFITS. This Agreement and all rights of Executive hereunder shall
inure to the benefit of and be enforceable by Executive's personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. If Executive should die while any amounts would still be
payable to him hereunder if he had continued to live, all such amounts, unless
otherwise provided herein, shall be paid in accordance with the terms of this
Agreement to Executive's devisee, legatee, or other designee or, if there be no
such designee, to Executive's estate.
10. MISCELLANEOUS PROVISIONS.
(a) EXECUTION IN COUNTERPARTS. 'This Agreement may be executed in
one or more counterparts and by the different parties hereto in separate
counterparts, each of which shall be deemed to be an original but all of which
taken together shall constitute one and the same agreement.
(b) NOTICES. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given or
made as of the ate delivered, if
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delivered personally, or three calendar days after having been mailed, if mailed
by registered or certified mail, postage prepaid, return receipt requested, as
follows:
If to Employer, to: Sound Source Interactive, Inc.
2985 East Hillcrest Drive
Suite A
Westlake Villam CA 91362
If to Executive, to, Ulrich Gottschling
6437 East Joshua Tree
Orange, CA 92667
or to such other address as either party hereto shall have designated by like
notice to the other party hereto (except that a notice of change of address
shall only be effective upon receipt).
(c) AMENDMENT. This Agreement may only be amended by a written
instrument executed by each of the parties hereto.
(d) ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement of the parties hereto with respect to the subject matter hereof, and
supersedes all prior agreements and understandings of the parties hereto, oral
and written with respect to the subject matter hereof except that:
(e) APPLICABLE LAW. This Agreement shall be governed by the laws of
the State of California applicable to contracts made and to be wholly performed
therein.
(f) HEADINGS. The headings contained herein are for the sole purpose
of convenience of reference and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Agreement.
(g) WAIVER, ETC. The failure of either of the parties hereto to at
any time enforce any of the provisions of this Agreement shall not be deemed or
construed to be a waiver of any such provision, nor to in any way affect the
validity of this Agreement or any provision hereof or the right of either of the
parties hereto to thereafter enforce each and every provision of this Agreement.
No waiver of any breach of any of the provisions of this Agreement shall be
effective unless set forth in a written instrument executed by the party against
whom or which enforcement of such waiver is sought; and no waiver of any such
breach shall be construed or deemed to be a waiver of any other or subsequent
breach.
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IN WITNESS WHEREOF, this Agreement has been executed and delivered by the
parties hereto as of the date first above written.
EMPLOYER:
SOUND SOURCE INTERACTIVE, INC.
By: /s/ Vincent J. Bitetti
--------------------------------
Vincent J. Bitetti
Chief Executive Officer
SOUND SOURCE INTERACTIVE, INC.
By: /s/ Eric Winston
--------------------------------
Eric Winston
President
EXECUTIVE:
/s/ Ulrich Gottschling
-----------------------------------
Ulrich Gottschling
AMENDMENT NO. 1 TO
EMPLOYMENT AGREEMENT
This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this "Amendment"), dated as
of April 30, 1996, by and among Sound Source Interactive, Inc., a California
corporation, and Sound Source Interactive Inc., a Delaware corporation
(collectively, "Employer"), and Ulrich Gottschling ("Executive").
W I T N E S S E T H:
WHEREAS, Employer and Executive entered into a certain Employment Agreement
dated as of October 9, 1995 (the "Existing Agreement"), which provides for the
employment of the Executive by the Employer and other related matters as set
forth therein; and
WHEREAS, Employer and Executive wish to amend the Existing Agreement in
certain respects as provided herein;
NOW THEREFORE, in consideration of the premises and the covenants
hereinafter set forth, the parties hereto have agreed to, and do hereby, amend
the Existing Agreement as follows:
1. The option granted to the Executive pursuant to Section 4 of the
Existing Agreement is hereby cancelled, and the Employer shall have no further
obligations to the Executive under Section 4 of the Existing Agreement.
2. SSI/DE hereby agrees to grant to Executive options (the "Option") to
purchase 200,000 shares of SSI/DE common stock, par value $.001 per share (the
"Common Stock"), pursuant to the 1992 Stock Option Plan of SSI/DE (the "Plan").
The Option shall be granted no later than June 30, 1996, shall have the standard
terms associated with nonqualified stock options granted pursuant to the Plan
and shall have the following additional terms:
(a) Of the 200,000 shares of Common Stock subject to purchase
pursuant to the Option, (x) 100,000 shares shall have an exercise price
equal to $3.40 per share and shall be fully vested and exercisable upon the
date of grant, (y) and 100,000 shares shall have an exercise price of $4.00
per share and shall become exercisable as provided in subparagraph (b)
below and shall vest as provided in subparagraph (c) below.
(b) The option to purchase 100,000 shares referred to in subparagraph
(a)(y) above shall become exercisable upon the earliest of the following:
(i) September 30, 1997;
-1-
(ii) the effective date of either the merger or
consolidation of SSI/DE with or into another corporation, or the
acquisition by another corporation or person of all or substantially
all of SSI/DE's assets or 80% or more of the then outstanding voting
stock of SSI/DE, or the liquidation or dissolution of the SSI/DE (At
least ten days prior to the effective date of such merger,
consolidation, acquisition, liquidation or dissolution, the Board of
Directors shall give the Executive notice of such event if this option
has then neither been fully exercised nor become unexercisable
hereunder.); or
(iii) any change in the title or responsibilities of
Executive such that he is no longer the Chief Financial Officer of
Employer.
(c) The option to purchase 100,000 shares referred to in subparagraph
(a)(y) above shall vest as to 16,666 shares on the last day of each
calendar quarter commencing on June 30, 1996 and continuing thereafter
until September 30, 1997, on which date such option shall vest in full.
(d) The number of shares of Common Stock issuable upon exercise of
the Option, and the exercise price therefor, shall be appropriately
adjusted by the Company in the event that the shares of Common Stock are
changed into or exchanged for a different number or kind of shares of
capital stock or other securities of the Company by reason of merger,
consolidation, recapitalization, reclassification, stock split up, stock
dividend or combination of shares, to the extent that after such event the
Employee's proportionate interest shall be maintained as before the
occurrence of such event. Such adjustment shall be made without change in
the total price applicable to the unexercised portion of the Option (except
for any change resulting from rounding off of share quantities or prices)
and with any necessary corresponding adjustment in the exercise price per
share. Any such adjustment made by the Company shall be final and binding
upon the Company, the Employee and all other interested persons.
3. This Amendment may be executed simultaneously in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same agreement.
4. This Amendment is an integrated agreement and contains the entire
agreement regarding the matters herein by and among the parties hereto and no
representations, warranties or promises have been made or relied upon by the
parties other than as set forth herein.
-2-
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first written above.
EMPLOYER:
Sound Source Interactive, Inc.,
a California corporation
By: /s/ Vincent J. Bitetti
--------------------------------
Vincent J. Bitetti,
Chairman of the Board & Chief
Executive Officer
- AND -
Sound Source Interactive, Inc.,
a Delaware corporation
By: /s/ Vincent J. Bitetti
--------------------------------
Vincent J. Bitetti
Chairman of the Board& Chief
Executive Officer
EXECUTIVE:
Ulrich Gottschling
/s/ Ulrich Gottschling
-----------------------------------
Ulrich Gottschling
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Dates Referenced Herein and Documents Incorporated by Reference
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