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
REGISTRATION PROCEDURES AGREEMENT
This REGISTRATION PROCEDURES AGREEMENT (this "Agreement") is made as of May
6, 1996, by and between Sound Source Interactive, Inc., a Delaware corporation
(the "Company"), and ________________________ (the "Selling Security Holder").
W I T N E S S E T H:
WHEREAS, the Selling Security Holder is the holder of the number of shares
of issued and outstanding common stock, par value $.001 per share (the "Common
Stock"), of the Company, set forth below the Selling Security Holder's signature
on the signature page of this Agreement (such shares of Common Stock owned by
the Selling Security Holder are referred to herein as the "Shares"); and
WHEREAS, the Selling Security Holder is the holder of the number of
warrants to purchase shares of issued and outstanding Common Stock of the
Company set forth below the Selling Security Holder's signature on the signature
page of this Agreement (such warrants to purchase shares of Common Stock owned
by the Selling Security Holder are referred to herein as the "Redeemable
Warrants"); and
WHEREAS, the Shares and Redeemable Warrants are collectively referred to
herein as the "Securities"; and
WHEREAS, the Selling Security Holder acquired the Securities in connection
with a private placement of the Company's Securities pursuant to a subscription
agreement or some definitive agreement(s) (the "Acquisition Agreement"); and
WHEREAS, in fulfillment of its obligations pursuant to the Acquisition
Agreement to register the Securities under the Act (as hereinafter defined), the
Company has filed with the Securities and Exchange Commission a Registration
Statement on Form SB-2 (No. 33-80827) (the "Registration Statement") pursuant to
which the Securities may be registered under the Act; and
WHEREAS, the Selling Security Holder wishes to have the Securities included
in the Registration Statement.
NOW, THEREFORE, in consideration of the mutual agreements and covenants
contained herein and for other valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties to this Agreement
mutually agree as set forth below.
1. CONFIRMATION. The Selling Security Holder hereby confirms, adopts and
ratifies all obligations of the Selling Security Holder as a "Holder" under the
terms of the Acquisition Agreement governing registration rights.
2. COVENANTS. The Selling Security Holder hereby agrees to keep, perform
and fully discharge the covenants and agreements set forth below.
a. INFORMATION. The Selling Security Holder shall furnish to the
Company such information regarding the Selling Security Holder the Securities
held by the Selling Security Holder, and the intended method of disposition of
such Securities as the Company shall reasonably request and as shall be required
in connection with the registration of the Securities under the Act pursuant to
the Registration Statement.
b. SUSPENSION OF DISPOSITION OF THE SECURITIES. Upon receipt of any
notice from the Company of the need for a supplement or amendment to any
prospectus pertaining to the Securities included in the Registration Statement,
the Selling Security Holder will forthwith discontinue disposition of the
Securities until such Selling Security Holder's receipt of copies of a
supplemented or amended prospectus, or until the Selling Security Holder is
advised in writing by the Company that the use of the prospectus may be resumed,
and has received copies of any additional or supplemental filings which are
incorporated by reference in the prospectus, and, if so directed by the Company,
the Selling Security Holder will deliver to the Company (at the Company's
expense) all copies, other than permanent file copies then in the Selling
Security Holder's possession, of the prospectus covering the Securities current
at the time of receipt of such notice.
c. EXPENSES. All expenses incurred in connection with the offering
of the Securities pursuant to the Registration Statement will be borne by the
Company; provided, however, that the Selling Security Holder shall bear all of
its, his or her own costs, including the costs of its, her or his counsel and
shall pay any commissions and discounts pertaining to the sale of the Securities
pursuant to the Registration Statement.
d. EXECUTION OF DOCUMENTS. The Selling Security Holder agrees to
complete and execute all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents required by the Representative and
the Company in connection with the Offering.
e. INDEMNIFICATION. (i) The Selling Security Holder hereby agrees
to the full extent permitted by law to indemnify
-2-
and hold harmless the Company, each of its directors, each of its officers who
have signed the Registration Statement, each person, if any, who controls the
Company within the meaning of the Act, and any underwriter for the Company
(within the meaning of the Act), against any losses, claims, damages or
liabilities, joint or several, to which the Company or any such director,
officer, controlling person or underwriter may become subject, under the Act and
applicable state securities laws, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
such Registration Statement, including any preliminary prospectus or final
prospectus contained therein or any amendments or supplements thereto, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in such Registration
Statement, preliminary or final prospectus, or amendments or supplements
thereto, in reliance upon and in conformity with written information furnished
by the Selling Security Holder expressly for use in connection with the
offering. The Selling Security Holder also agrees to reimburse any legal or
other expenses reasonably incurred by the Company or any such director, officer,
controlling person or underwriter in connection with investigating or defending
any such loss, claim, damage, liability or action.
(ii) Promptly after receipt by the Company of notice of the
commencement of any action or knowledge of a claim that would, if asserted, give
rise to a claim for indemnity hereunder, the Company will, if a claim in respect
thereof is to be made against the Selling Security Holder under this Section or
under the Acquisition Agreement, notify the Selling Security Holder in writing
of the commencement thereof or knowledge thereof and the Selling Security
Holder, along with the other selling stockholders under the offering, shall have
the right to participate in, and, to the extent the Company so desires, jointly
with any other indemnifying party similarly noticed, to assume the defense
thereof with counsel mutually satisfactory to the parties. The failure to
notify the Selling Security Holder promptly of the commencement of any such
action or of the knowledge of any such claim, if prejudicial to its, his or her
ability to defend such action, shall relieve the Selling Security Holder of any
liability to the Company under this Section, but the omission so to notify the
Selling Security Holder will not relieve him of any liability that he may have
to the Company otherwise than under this Section.
-3-
(iii) For purposes hereof, "Act" means the Securities Act of 1933, as
amended, or any similar federal statute enacted hereafter, and the rules and
regulations of the Securities and Exchange Commission thereunder, all as the
same shall be in effect from time to time; and the terms "register,"
"registered" and "registration" refer to a registration effective by preparing
and filing a registration statement in compliance with the Act and the
declaration or ordering of effectiveness of such registration statement by the
Securities and Exchange Commission.
3. MISCELLANEOUS.
a. AMENDMENTS AND WAIVERS. Any term of this Agreement may be
amended and the observance of any term of this Agreement may be waived only with
the written consent of (i) both parties in the case of an amendment, and (ii)
the party waiving any term or condition hereof in the case of waiver. Any
amendment or waiver effected in accordance with this Section shall be binding
only in the specific instance for the specific purpose for which given.
b. NOTICES. Any notice required or permitted under this Agreement
shall be given in writing and shall be deemed effectively given upon personal
delivery to the party to be notified by hand or professional courier service
addressed to the party to be notified at the address indicated for such party on
the signature page hereof, or at such other address as such party may designate
by ten (10) days' advance written notice to the other party.
c. HEADINGS. The headings in this Agreement are inserted for
convenience of reference only and are not intended to be a part of or to affect
the meaning or interpretation of this Agreement.
d. ENTIRE AGREEMENT. This Agreement supersedes any and all oral or
written agreements and understandings heretofore made relating to the subject
matter hereof and contains the entire agreement of the parties relating to the
subject matter hereof.
e. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
f. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of California.
-4-
g. AMENDMENTS. This Agreement may not be changed, modified or
rescinded, except in writing by all of the parties hereto.
h. SUCCESSORS AND ASSIGNS. This Agreement and the Acquisition
Agreement shall be binding upon, and inure to the benefit of, the parties hereto
and their respective heirs, successors and assigns. The successors and assigns
of the Selling Security Holder shall have only the rights and shall be subject
to all obligations under this Agreement and the Acquisition Agreement as if they
had been the original Selling Security Holder and all provisions of this
Agreement and the Acquisition Agreement applicable to the Restricted Stock in
the hands of the original Selling Security Holder shall continue to apply to
such Securities notwithstanding any transfer or assignment thereof.
i. SURVIVAL. All representations, warranties, covenants and
agreements contained in this Agreement shall remain operative and in full force
and effect, regardless of any investigation made by or on behalf of any party
hereto.
j. SEVERABILITY. If any provision of this Agreement shall be held
invalid, unenforceable or illegal, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby,
and such provisions shall be enforced to the fullest extent possible in
accordance with the mutual intent of the parties hereto.
-5-
IN WITNESS WHEREOF, and acknowledging that they have entered into a legally
binding obligation, the parties have each caused this Agreement to be duly
executed as of the day and year first above written.
SELLING SECURITY HOLDER: (signature)
------------------------------------------------------
(name)
------------------------------------------------------
No. of Shares:
------------------------------------------------------
No. of Redeemable Warrants:
------------------------------------------------------
Address:
--------------------------------------------
--------------------------------------------
--------------------------------------------
COMPANY: SOUND SOURCE INTERACTIVE, INC.,
a Delaware corporation
------------------------------------------------------
By: Eric H. Winston
Its: President & Chief Operating Officer
Address: 2985 E. Hillcrest Drive
Suite A
Westlake Village, CA 91362
-6-
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘SB-2/A’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 5/9/96 | | | | | | | None on these Dates |
| | 5/6/96 | | 1 |
| List all Filings |
↑Top
Filing Submission 0000912057-96-008749 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Thu., Apr. 25, 1:16:25.1am ET 