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
EX-10.42 — Material Contract
EX-10.42 | 1st Page of 6 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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UNIVERSAL STUDIOS FLORIDA
December 13, 1995
Eric H. "Rick" Winston
President & COO
Sound Source Interactive
2985 E. Hillcrest Dr. Suite A
Westlake Village, CA 91362
Dear Rick:
This letter shall serve to confirm the agreement between Universal Studios
Florida ("USF") and Sound Source Interactive ("Sound"). This agreement relates
solely to the USF/Sound promotion described as follows:
PROMOTION: USF/T2 Screensaver Sweepstakes
CONCEPT: In conjunction with the launch of a new limited edition
Terminator screensaver, consumers can enter to win one of
two trips for 2 to USF for 3N/4D to experience the new
Terminator 2: Battle Across Time attraction. Promotions
will be implemented in key software retailers and mass
merchandisers nationwide. In addition, an insert offering a
specially prices USF travel package will be included in each
box.
DATES: March 1, 1996 - May 1, 1996
MARKETS: National
EXPOSURE: PRINT: - Ads in national sci-fi and multi-media
publications (min 6)
POS: - Displays as allowable by retailers
In conjunction with the sweepstakes:
I. USF will, at no cost to Sound:
A. Waive all customary licensing fees for the use of the USF name, logo
and graphics for this promotion.
B. Provide, exclusive of any and all licensing fees, existing "official"
USF graphics, footage, copy points and artwork to be used in the
development and production
of all materials employed in the promotion. "Licensing fees," as
stated above, does not include those production costs incurred in
order to develop or produce USF artwork as it is required for the
promotion.
C. Provide two (2) 4 day/3 night trips each for up to two people to USF.
Each trip will include the following:
- Up to two (2) two-day USF Studio Passes.
- Round trip coach class airfare to for up to two (2) people.
- Standard hotel accommodations (room and tax only) (4 days/3
nights), for up to two (2) people (one room, double occupancy).
Accommodations do not include meals, incidentals, tips, telephone
calls or any other personal expenses incurred during the guests'
experience.
- Round trip ground transfers provided via shuttle service between
the airport to the hotel, and the hotel and USF.
- Trips must be redeemed by April 1, 1997. All travel must be
booked a minimum of 45 days in advance. Trip is non-transferable
and has no cash value. All hotel and airline blackout dates and
restrictions apply. USF does not provide necessary 1099 forms
for winner's tax information. Sound will provide the 1099 forms.
D. Coordination and fulfillment of grand prize travel package for winner.
Winner must be 18 years of age or older unless accompanied by a parent
or legal guardian.
E. Design and printing of insert to be included in each of the Terminator
2 limited edition entertainment utility boxes (minimum 50,000).
Insert to include a specially priced USF travel package, as well as
the USF internet address.
II. Sound will, at no cost to USF:
A. Incorporate USF identification as the central thematic and Grand Prize
element in the sweepstakes. USF promotional exposure will include
without limitation:
- Name mention, logo and prominent ride/show copy and visual
representation (USF) on all POS materials which include, but are
not limited to: header cards, posters, countercards, entry
boxes, banners. POS will be placed in locations as allowable by
retailer.
- Name mention, logo and prominent ride/show copy and visual
representation (USF) in all print/newspaper advertising including
but not limited to: full page, four color ads to be inserted in
select science fiction and gaming publications (minimum six
publications). Ad(s) to be inserted a minimum of 1 time per week
for a minimum of 4 weeks.
- Name mention, logo and ride/show copy inclusion (USF) on all
limited edition T2 screensaver on-pack stickers. Stickers will
be placed on a minimum of fifty-thousand (50,000) packages
released for distribution.
- Insert a USF provided and printed piece in every limited edition
T2 screensaver box produced (minimum 50,000). Sound to provide
USF with the size specifications, if any, for the piece.
- Name mention (USF) in the official rules copy.
B. Create and replicate five hundred (500) USF-themed Windows 3.1 or
Windows 95 compatible Terminator 2 screensavers. Screensaver to
include a static USF attraction visual (to be provided by USF), burst
of USF provided "sell copy", sound (TBD) and the Terminator factory
animation previously created by Sound. Screensaver will loop from
static visual to Terminator Factory animation back to static visual
and so on. Screensaver to be completed and delivered to USF no later
than seven weeks from receipt of content.
C. Assume any and all costs and responsibilities associated with the
administration of this sweepstakes not specifically undertaken by USF
under this agreement including, but not limited to:
1. If necessary, registration of the sweepstakes in compliance with
all applicable international, federal, state, county, and city
laws, statutes, regulations and orders with the legal bodies that
govern such programs.
2. Creation and implementation of official rules and distribution
and retrieval of entry forms.
3. Selection and notification of all winners.
4. Providing, USF with the names and addresses of any and all
recipients in accordance with Addendum 1.
5. Determination and notification of tax liability for prize
winner(s). Filing of all 1099 forms. Sound
will have winners complete a notarized affidavit of eligibility
and release form to be provided by USF.
D. Prior to the start of the promotion, Sound will provide five (5)
copies of all collateral materials related to the promotion. These
elements are to be received no later than February 28, 1996.
Materials are to be sent to the attention of Jennifer Pearce,
Promotions Manager, Promotions (T-32), 1000 Universal Studios Plaza,
Orlando, FL 32819-7610.
E. A copy of the official rules and regulations pertaining to this
promotion will be forwarded to USF for review and approval by 1/19/96.
If desired, USF will forward a copy of USF standard rules and
regulations for use as a guideline.
F. Provide USF with final creative approval of all promotional materials
pertaining to USF participation and usage of logos and visuals from
pencils through mechanicals and chromalins, prior to final production.
G. Distribute, and assume any and all costs of distribution and
maintenance of all materials employed in this campaign as described in
Section II.A.
H. Provide complete post documentation to USF with final values of
promotional exposure.
I. In the event Sound fails to produce the contracted T2 product, USF
shall have no obligation to provide the promotional consideration set
forth herein above.
J. All unclaimed and/or unused trips and merchandise will remain the
property of Universal Studios Florida.
K. Return all slides, transparencies and other creative materials
provided by USF in this promotion. If materials are not returned,
Sound will pay the amount necessary to replace such materials.
MATERIALS MUST BE RETURNED BY MAY 1, 1996.
L. Sound agrees to indemnify, defend and hold harmless Universal City
Florida Partners, its respective parent, subsidiary and affiliated
companies, its officers, employees and agents from and against any and
all claims, demands and causes of action, liability, judgments,
damages, costs and expenses, including reasonable attorney's fees,
(collectively "Claims") arising out of or relating to: (i) any breach
of Sound warranties and representations made hereunder; and/or (ii)
Sound performance of its obligations under this Agreement.
Rick, I believe this encapsulizes the entire agreement. Please confirm by
signing each of the enclosed copies of this letter and returning to me after
which I will submit the agreement to USF senior management for the required
final approval and acceptance.
Sincerely,
/s/ Jennifer A. Pearce
Jennifer A. Pearce
Promotions Manager
cc: Terrylynn Battson
AGREED AND ACCEPTED this 22nd day of December, 1995
for Sound
By: /s/ Eric H. Winston Title: President
-------------------- --------------------
AGREED AND ACCEPTED this 4th day of January, 1996
for Universal Studios Florida
By: /s/ [Illegible] Title: V.P. Promotion
-------------------- --------------------
ADDENDUM I.
USF PRIZE FULFILLMENT PROCEDURE
1. Within 72 hours of selecting contest winner, Sound will forward the
USF winner's names, address and best available telephone numbers to
Terrylynn Battson/USF Promotions Department at (407) 363-8262 --
Telephone, (407) 363-8237 -- Fax.
2. USF will assign each winner a "Winner's Number" and return that list
to Sound with a "Winner's Questionnaire" that must be completed by the
winner in order to facilitate the fulfillment process.
3. Sound will send each winner a congratulatory letter and winner's
questionnaire, providing instructions as to how to claim the trip
element of the prize. USF will provide Sound with specific copy
points that must be incorporated into the congratulatory letter.
4. USF winner's will then send the questionnaire to the Universal City
Travel Company, who will make all air, hotel, and Studio Pass
arrangements for the winner.
Dates Referenced Herein
| Referenced-On Page |
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This ‘SB-2/A’ Filing | | Date | | First | | Last | | | Other Filings |
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| | |
| | 4/1/97 | | 2 | | | | | None on these Dates |
Filed on: | | 5/9/96 |
| | 5/1/96 | | 1 | | 4 |
| | 3/1/96 | | 1 |
| | 2/28/96 | | 4 |
| | 12/13/95 | | 1 |
| List all Filings |
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