TDK Mediactive Inc – ‘8-A12G/A’ on 6/25/96

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Amendment to Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12G/A    Form 8-A                                               3     11K 

Document Table of Contents

8-A12G/A
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      SECURITIES AND EXCHANGE COMMISSION

     WASHINGTON, D.C.  20549

     ---------

      FORM 8-A

     FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
     PURSUANT TO SECTION 12(b) OR 12(g) OF THE
     SECURITIES EXCHANGE ACT OF 1934

      SOUND SOURCE INTERACTIVE, INC.
      (Exact Name of Registrant as Specified in its Charter)

  Delaware                                               95-426046
(State of Incorporation or Organization)                   (I.R.S. Employer     
                                                         Identification No.)

2985 E. Hillcrest Drive, Suite A                                   91362        
Westlake Village, CA                                            (zip code)      
      (Address of principal executive offices)

If this Form relates to the             If this Form relates to the     
registration of a class of              registration of a class of      
debt securities and is                  debt securities and is to       
effective upon filing pursuant          become effective simultaneously 
to General Instruction (A)              with the effectiveness of a     
 (c)(1) please check the                 concurrent registration statement
following box.    / /                   under the Securities Act of 1933
                                       pursuant to General Instruction
                                          A(c)(2) please check the following
                  box.   / /

Securities to be registered pursuant to Section 12(b) of the Act:               

TITLE OF EACH CLASS                     NAME OF EACH EXCHANGE ON WHICH  
TO BE SO REGISTERED                     EACH CLASS IS TO BE REGISTERED  

None                                                                            

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:               

     Common Stock, par value $.001
      (Title of class)

     Redeemable Warrants
      (Title of class)

8-A12G/A
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ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED                

      A description of the Registrant's Common Stock, par value $.001, and
its Redeemable Warrants will be included in the Rule 424(b) Prospectus          
pertaining to its Form SB-2 Registration Statement, Registration No. 33-80827.  
Such description is hereby incorporated by reference herein and made a part     
hereof.                                                                         

ITEM 2.  EXHIBITS.                                                              

EXH.                                                                            
NO.      DESCRIPTION OF EXHIBITS                                                
----     -----------------------                                                

1        Second Restated Certificate of Incorporation of the Registrant.(1)     

2        Amended and Restated Bylaws of the Registrant.(2)                      

3        Specimen certificate evidencing shares of Common Stock.(3)             

4        Form of Warrant Agreement and Warrant.(4)                              

5        Form of Representative's Warrant Agreement and Warrant.(5)             

6        Warrant of ASSI, Inc. dated April 30, 1996.(6)                         

7        Convertible Promissory Note, dated May 30, 1996, between the           
Registrant and ASSI, Inc.(7)                                  

---------------------                                                           

(1)      Filed as Exhibit 3.1 to the Registrant's Form SB-2 Registration        
Statement (No. 33-80827) (the "Registration Statement") and   
incorporated herein by reference.                             

(2)      Filed as Exhibit 3.2 to the Registration Statement and incorporated    
herein by reference.                                          

(3)      Filed as Exhibit 4.1 to the Registration Statement and incorporated    
herein by reference.                                          

(4)      Filed as Exhibit 4.2 to the Registration Statement and incorporated    
herein by reference.                                          

(5)      Filed as Exhibit 4.3 to the Registration Statement and incorporated    
herein by reference.                                          

(6)      Filed as Exhibit 4.4 to the Registration Statement and incorporated    
herein by reference.                                          

(7)      Filed as Exhibit 10.49 to the Registration Statement and incorporated  
herein by reference.                                          

8-A12G/A
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     SIGNATURE

Pursuant to the requirements of Section 12 of the Securities  
Exchange Act of 1934, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned thereunto duly authorized.        

                  SOUND SOURCE INTERACTIVE, INC.

Date:  June 24, 1996              By: /s/ Vincent J. Bitetti                    
                                     -----------------------------------------
              Vincent J. Bitetti
                                   Chairman of the Board & Chief Executive
   Officer

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12G/A’ Filing		Date		First		Last			Other Filings
Filed on:		6/25/96							None on these Dates
		6/24/96		3
		5/30/96		2
		4/30/96		2
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