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TDK Mediactive Inc – ‘DEFA14A’ on 1/16/01

On: Tuesday, 1/16/01, at 5:02pm ET · Accession #: 1026777-1-3 · File #: 0-21938

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/16/01  TDK Mediactive Inc                DEFA14A                1:48K                                    Swidler Berlin S… LLP/FA

Additional Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFA14A     Additional Definitive Proxy Solicitation Material     17     86K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Employment Agreement TDK Mediactive, Inc
1	1st Page - Filing Submission
2	TDK Mediactive, Inc
12	Employment Agreement

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Proxy Statement Pursuant to Section 14(a) of the
 Securities Exchange Act of 1934 (Amendment No.  )

Filed by the registrant [X]                                           
Filed by a party other than the registrant                            
Check the appropriate box:                                            
Preliminary proxy statement                               
Confidential, for use of the Commission only              
(as permitted by Rule 14a-6(e)(2))                        
[X}   Definitive proxy statement                                      
Definitive additional materials                           
     Soliciting material pursuant to Rule 14(a)-11(c) or Rule 14a-12

TDK Mediactive, Inc., f/k/a Sound Source Interactive, Inc.            
(Name of Registrant as Specified in Its Charter)                      

Board of Directors of TDK Mediactive, Inc.,     
f/k/a Sound Source Interactive, Inc.        
(Name of Person(s) Filing Proxy Statement)      

Payment of filing fee (Check the appropriate box):                              

[X]   No fee required                                                   
  Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.                                                   

  (1)     Title of each class of securities to which transaction
applies:                                    

        (2)     Aggregate number of securities to which transaction applies:

   (3)     Per unit price or other underlying value of transaction
              computed pursuant to Exchange Act Rule 0-11 (Set forth the
              amount on which the filing fee is calculated and state how
it was determined):                         

(4)     Proposed maximum aggregate value of transaction:    

(5)     Total fee paid:                                     

Fee paid previously with preliminary materials:                     

  Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was        
previously paid.  Identify the previous filing by registration statement        
number, or the Form or Schedule and the date of its filing.                     

(1)     Amount previously paid:                             

(2)     Form, Schedule or Registration Statement No.:       

(3)     Filing party:                                       

(4)     Date filed:                                         

DEFA14A 2nd Page of 17 TOC 1st Previous Next ↓Bottom Just 2nd
TDK MEDIACTIVE, INC.      

NOTICE OF 2000 ANNUAL MEETING OF STOCKHOLDERS     
To be held on February 12, 2001         

To the Stockholders of TDK Mediactive, Inc.:                                    

The 2000 Annual Meeting of Stockholders of TDK Mediactive, Inc. (the  
"Company") will be held on February 12, 2001 at 10:00 a.m. local time at the    
Company's offices at 26115 Mureau Road, Suite B, Calabasas, California 91302,   
for the following purposes:                                                     

  1.     To elect five directors of the Board of Directors of the Company,
each to hold office for a term ending in December 2001 or when their            
successors are duly elected and qualified;                                      

2.     To ratify the appointment of BDO Seidman, LLP as the Company's 
independent auditors for the fiscal year ended March 31, 2001; and              

3.     To transact such other business as may properly come before the
Annual Meeting or any adjournment thereof.                                      

 Only stockholders of record as shown on the books of the Company at the
close of business on January 17, 2001, the record date and time fixed by the    
Board of Directors, will be entitled to vote at the Annual Meeting and any      
adjournment thereof.                                                            

  In this package you will find the Proxy, Notice of Annual Meeting, Proxy
Statement and our Annual Report for the year ended June 30, 2000.  All          
stockholders are cordially invited to attend the meeting.                       

                    By Order of the Board of Directors

January 17, 2001                 Eugene Code                                    
Calabasas, California            Secretary                                      

PLEASE SIGN, DATE AND RETURN YOUR PROXY AS SOON AS POSSIBLE IN THE ENCLOSED     
ENVELOPE, WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON.     
STOCKHOLDERS WHO ATTEND THE ANNUAL MEETING MAY REVOKE THEIR PROXIES AND VOTE    
IN PERSON IF THEY DESIRE.                                                       

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TDK MEDIACTIVE, INC.          
26115 Mureau Road, Suite B            
Calabasas, California  91302            

---------             
PROXY STATEMENT             

----------            
GENERAL INFORMATION             

SOLICITATION OF PROXIES                                                         

This Proxy Statement is furnished to holders of the common stock, par 
value $.001 per share (the "Common Stock"), of TDK Mediactive, Inc., a          
Delaware corporation (the "Company"), which was formerly known as Sound Source  
Interactive, Inc., in connection with the solicitation by the Company's Board   
of Directors of proxies for use at the Company's 2000 Annual Meeting of         
Stockholders (the "Annual Meeting") to be held on February 12, 2001 at 10:00    
a.m. local time at the Company's offices at 26115 Mureau Road, Suite B,         
Calabasas, California 91302, and any and all adjournments thereof.  The         
purpose of the Annual Meeting and the matters to be acted on there are set      
forth in the accompanying Notice of Annual Meeting of Stockholders.             

   Solicitations of proxies will be made by preparing and mailing the Notice
of Annual Meeting of Stockholders, Proxy Statement and proxy to stockholders    
of record as of the close of business on January 17, 2001.  These materials     
are expected to be first mailed to stockholders on or about January 19, 2001.   
The cost of making the solicitation includes the cost of preparing and mailing  
the Notice of Annual Meeting of Stockholders, Proxy Statement and proxy and     
the payment of charges imposed by brokerage houses and other custodians,        
nominees and fiduciaries for forwarding documents to stockholders.  In certain  
instances, officers of the Company may make special solicitations of proxies    
either in person or by telephone.  Expenses incurred in connection with         
special solicitations are expected to be nominal.  The Company will bear all    
expenses incurred in connection with the solicitation of proxies for the        
Annual Meeting.                                                                 

VOTING AND REVOCATION OF PROXIES                                                

A stockholder giving a proxy on the enclosed form may revoke it at any
time prior to the actual voting at the Annual Meeting by filing written notice  
of the termination of the appointment with an officer of the Company, by        
attending the Annual Meeting and voting in person or by filing a new written    
appointment of a proxy with an officer of the Company.  The revocation of a     
proxy will not affect any vote taken prior to the revocation.                   

Unless a proxy is revoked or there is a direction to abstain on one or
more proposals, it will be voted on each proposal and, if a choice is made      
with respect to any matter to be acted upon, in accordance with such choice.    
If no choice is specified, the proxies intend to vote the shares represented    
thereby to approve Proposal Nos. 1 and 2 as set forth in the accompanying       
Notice of Annual Meeting of Stockholders, and in accordance with their best     
judgment on any other matters that may properly come before the Annual          
Meeting.                                                                        

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VOTING AT THE MEETING                                                           

  Only stockholders of record at the close of business on January 17, 2001
are entitled to notice of and to vote at the Annual Meeting or any              
adjournments thereof.  On January 17, 2001, there were outstanding 22,578,796   
shares of Common Stock.  Each share of Common Stock is entitled to one vote on  
the matters to be presented at the Annual Meeting.                              

 A majority of the votes entitled to be cast on matters to be considered
at the Annual Meeting, present in person or by proxy, will constitute a quorum  
at the Annual Meeting.  If a share is represented for any purpose at the        
Annual Meeting, it is deemed to be present for all other matters.  Abstentions  
and broker nonvotes will be counted for purposes of determining the presence    
or absence of a quorum.  "Broker nonvotes" are shares held by brokers or        
nominees which are present in person or represented by proxy, but which are     
not voted on a particular matter because instructions have not been received    
from the beneficial owner.  Under applicable Delaware law, the effect of        
broker nonvotes on a particular matter depends on whether the matter is one as  
to which the broker or nominee has discretionary voting authority.  The effect  
of broker nonvotes on the specific items to be brought before the Annual        
Meeting is discussed under each item.                                           

  A list of those stockholders entitled to vote at the Annual Meeting will
be available for a period of ten days prior to the Annual Meeting for           
examination by any stockholder at the Company's principal executive offices,    
26115 Mureau Road, Suite B, Calabasas, California 91302, and at the Annual      
Meeting.                                                                        

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                  

The following table sets forth, as of January 17, 2001, information   
concerning the beneficial ownership of the Common Stock of the Company by (i)   
each person who is known by the Company to own beneficially more than five      
percent of the Company's Common Stock, (ii) each director of the Company, and   
(iii) all directors and executive officers of the Company as a group.  Where    
the persons listed have the right to acquire additional shares of Common Stock  
through the exercise of options or warrants within 60 days, such additional     
shares are deemed to be outstanding for the purpose of computing the            
percentage of outstanding shares owned by such persons, but are not deemed to   
be outstanding for the purpose of computing the percentage ownership interests  
of any other person. Unless otherwise indicated, each of the persons shown in   
the table below has sole voting and investment power with respect to the        
shares beneficially owned.                                                      

Shares               Name and Address                                     
Beneficially                  of                                                
Owned                Beneficial Owner (1)     Shares         Percent      
--------------          ---------------------  -----------      -------         
CURRENT DIRECTORS                                                               

Kenichi Aoshima                                         0            0%         
Vincent J. Bitetti                              1,284,634 (2)     5.68%         
Masatoshi Shikanai                                      0            0%         
Shin Tanabe                                             0            0%         
John T. Wholihan                                   17,000 (3)        0%         

OTHER NAMED EXECUTIVES                                                          

Tanya Baker                                        21,250 (4)        0%         

All directors and executive                                                     
officers as a group (5)                         1,394,557 (6)     6.17%         

OTHER BENEFICIAL OWNERS                                                         

Louis A. Habash                                 1,140,000 (7)     5.05%         
TDK U.S.A. Corporation                         16,667,000 (8)    73.82%         
TDK Corporation                                16,667,000 (8)    73.82%         

*          Less than 1%                                                         

(1)  The address of Vincent J. Bitetti, John T. Wholihan and Tanya Baker is     
 26115 Mureau Road, Suite B, Calabasas, California 91302. The address of
  Masatoshi Shikanai and Shin Tanabe is Z.I. Bommelscheuer P.O. Box 120 L-
4902 Bascharage, Grand Duchy of Luxembourg.  The address of Kenichi   
  Aoshima is 901 Franklin Avenue, Garden City, N.Y. 11530.  The address of
   Louis A. Habash is 5075 Spyglass Hill Drive, Las Vegas, Nevada 89122. The
address of TDK U.S.A. Corporation is 901 Franklin Avenue, Garden City,
 N.Y. 11530. The address of TDK Corporation is 1-13-1, Nihonbashi, Chuo-
ku, Tokyo 103 Japan.                                                  

(2)  Includes 50,000 shares of Common Stock issuable to Mr. Bitetti under       
presently exercisable options. Also includes 100,000 shares of Common 
Stock which Eric H. Winston is entitled to acquire from Mr. Bitetti   
   pursuant to a presently exercisable option. On September 8, 2000, Vincent
J. Bitetti granted TDK U.S.A. Corporation an irrevocable proxy to vote
all shares of capital stock of the Company then owned or thereafter   
acquired by Mr. Bitetti, subject to certain limitations.              

(3)  Includes 15,000 shares of Common Stock issuable upon exercise of           
presently exercisable options.  Excludes 83,472 shares vested to such 
 director's account under the 1999 Director Stock Plan, as to which such
director disclaims beneficial ownership.                              

(4)  Includes 21,250 shares of Common Stock issuable upon exercise of           
presently exercisable options.                                        

(5)  Includes 8 persons.                                                        

(6)  Includes 6,673 shares of Common Stock issuable to Eugene Code upon         
  exercise of presently exercisable options, 30,000 shares of Common Stock
 owned by the Company's Chief Financial Officer, Martin G. Paravato, and
 35,000 shares of Common Stock issuable to Mr. Paravato upon exercise of
presently exercisable options.                                        

(7)  Based on information set forth in the Schedule 13D filed by ASSI, Inc.     
 with the Securities and Exchange Commission on April 11, 1998, all such
   Common Stock is owned of record by ASSI, Inc., of which Mr. Habash is the
sole beneficial owner.                                                

(8)  Based on information set forth in the Schedule 13D filed jointly by TDK    
 Corporation and TDK U.S.A. Corporation with the Securities and Exchange
Commission on September 21, 2000 and information set forth in the     
Schedule 13D/A filed jointly by TDK Corporation and TDK U.S.A.        
Corporation with the Securities and Exchange Commission on December 7,
   2000, such shares are owned of record by TDK U.S.A. Corporation, which is
a wholly owned subsidiary of TDK Corporation.  Excludes all shares of 
Common Stock beneficially owned by Vincent J. Bitetti, as to which Mr.
Bitetti has granted TDK U.S.A. Corporation an irrevocable proxy.      

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                  

  On September 8, 2000, the Company and TDK U.S.A. Corporation, a New York
corporation ("TUC"), which is a wholly owned subsidiary of TDK Corporation, a   
publicly traded Japanese corporation ("TDK"), entered into a common stock       
purchase agreement (the "Purchase Agreement").  Pursuant to the Purchase        
Agreement, on September 11, 2000, TUC acquired 4,750,000 shares of the          
Company's Common Stock for an aggregate purchase price of $1,425,100, and on    
November 27, 2000, TUC acquired an additional 11,917,000 shares of Common       
Stock for an aggregate purchase price of $3,575,000 (the "Subsequent            
Closing").  Thus, pursuant to the Purchase Agreement, TUC has purchased a       
total of 16,667,000 shares of Common Stock at a purchase price of $.30 per      
share and an aggregate purchase price of $5,000,100.  Also contemporaneous      
with the Subsequent Closing, on November 27, 2000, Richard Azevedo, Mark A.     
James and Samuel L. Poole each resigned as directors of the Company, and the    
resulting vacancies were filled by the appointment by the remaining directors   
of nominees designated by TUC.  TUC now owns approximately 74% of the           
outstanding Common Stock, and accordingly has the ability to elect the          
Company's entire Board.                                                         

  On September 8, 2000, in connection with the Purchase Agreement, Vincent
J. Bitetti granted TUC an irrevocable proxy to vote, or to execute and deliver  
written consents or  otherwise to act with respect to, all shares of capital    
stock of the Company then owned or thereafter acquired by Mr. Bitetti (the      
"Proxy").  The voting rights contained in the Proxy, however, contain the       
limitation that for so long as the Underwriting Agreement referred to below     
remains in effect, TUC may not vote Mr. Bitetti's stock in connection with the  
election of directors of the Company or any other matters covered by the        
Underwriting Agreement.  Furthermore, the Proxy provides that after the         
Subsequent Closing, which occurred on November 27, 2000, TUC may not vote the   
stock of Mr. Bitetti unless TUC's stockholding percentage in the Company is     
reduced to 50% or less.                                                         

   Although the Company utilizes several international distributors actively
to promote and sell the Company's English language products throughout most of  
the English speaking countries, the majority of international business is       
conducted via a Republishing and Distribution agreement with TDK Recording      
Media Europe S.A., a Luxembourg corporation and wholly owned subsidiary of TDK  
("TRE") to distribute its software titles throughout Europe and other           
territories. The Company signed an expanded worldwide agreement with TRE on     
February 28, 2000.  Under the terms of the TRE agreement, the Company is paid   
a republishing fee on each product sold. During the two years ended June 30,    
2000, the Company received $5,527,000 from TRE under such agreements.  All      
costs of localization of the product, product boxes and collateral materials,   
as well as all costs or replication, marketing, warehousing and fulfillment,    
are borne by TRE. The success of the localization is dependent upon the         
international appeal of certain of the Company's products, growth of the        
interactive software market internationally, the ability of the republishing    
partners to successfully localize and market the products and the ability of    
the Company to continue to obtain licenses with worldwide appeal.               

Pursuant to the Underwriting Agreement (the "Underwriting Agreement") 
dated July 1, 1996 pertaining to the Company's initial public offering, the     
Company granted the underwriters  for such offering, The Boston Group, L.P.     
and Joseph Stevens & Co., L.P., each the right to nominate from time to time    
one director of the Company or to have an individual designated thereby attend  
all Board meetings as a nonvoting advisor.  In addition, Vincent J. Bitetti     
and Eric H. Winston agreed to vote all of their Common Stock in favor of the    

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two director nominees selected by the underwriters.  The voting agreement with  
the underwriters will terminate on July 8, 2001.  Effective November 20, 1997,  
Joseph Stevens & Co., L.P. assigned to The Boston Group, L.P. it director       
nomination rights under the foregoing agreement.  The Boston Group, L.P. has    
declined to exercise its right of nomination with respect to the pending        
solicitation of proxies.                                                        

ELECTION OF DIRECTORS           
(Proposal No. 1)            

GENERAL INFORMATION                                                             

Directors are elected to serve a term ending on the date of the next  
annual meeting of stockholders.  Directors being elected at the Annual Meeting  
will serve until the Company's next annual meeting of stockholders, which is    
currently scheduled to be held in the spring of 2002, or until their            
successors have been duly elected and qualified.                                

  The Bylaws of the Company provide that the Company is authorized to have
seven directors.  The Company is currently seeking to identify two additional   
persons to serve as directors.  At such time as such persons are identified     
and consent to serve as directors, it is anticipated that they will be          
appointed to fill the two existing vacancies on the Board of Directors.         

VOTE REQUIRED                                                                   

The five nominees receiving the highest number of affirmative votes of
the shares present in person or represented by proxy and entitled to vote for   
them, a quorum being present, shall be elected as directors.  Only votes cast   
for a nominee will be counted, except that the accompanying proxy will be       
voted for all nominees in the absence of instruction to the contrary.           
Abstentions, broker nonvotes and instructions on the accompanying proxy to      
withhold authority to vote for one or more nominees will result in the          
respective nominees receiving fewer votes. However, the number of votes         
otherwise received by the nominee will not be reduced by such action.           

THE BOARD RECOMMENDS A VOTE "FOR"           
THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED BELOW.

INFORMATION REGARDING NOMINEES                                                  

All nominees have consented to serve if elected, but if any becomes   
unable to serve, the persons named as proxies may exercise their discretion to  
vote for a substitute nominee.  The stockholders have previously elected        
director nominees Vincent J. Bitetti and John T. Wholihan.  The remaining       
director nominees were appointed as directors on November 27, 2000 to fill the  
existing vacancies on the Board of Directors.  The name, age, business          
experience and offices held by each director nominee are as follows:            

Kenichi Aoshima, age 55, has been the President and a director of TUC 
since 1995.  Mr. Aoshima has been a director of the Company since November      
2000.                                                                           

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Vincent J. Bitetti, age 45, founded Sound Source Interactive, Inc., a 
California corporation, now known as "TDK Mediactive, Inc." (the                
"Subsidiary"), in 1989 and served as the President of the Subsidiary from its   
formation.  For the period from the acquisition by the Company of the           
Subsidiary in 1994 until November 12, 1999, Mr. Bitetti served as the Chairman  
of the Board and Chief Executive Officer and as a director of both the Company  
and the Subsidiary.  Effective November 12, 1999, Mr. Bitetti resigned as       
Chairman of the Board of the Company. Mr. Bitetti has been a director and the   
Chief Executive Officer of the Company since 1994.                              

Masatoshi Shikanai, age 51, has been the President of TRE since April 
1999. He served as TRE's Executive Vice-President, General Manager of Sales     
Division from April 1995  to April 1999, and TRE's Executive Director           
Corporate Strategies from January 1990 to March 1995.  Mr. Shikanai has been a  
director of the Company since November 2000.                                    

Shin Tanabe, age 47, has been an Executive Director of TRE since April
1999, where he is responsible for a dedicated business unit for the             
entertainment software business established in April 1999. He served as TRE's   
Recording Media Sales Executive Director from June 1995 to March 1999, and      
TRE's Recording Media Marketing Director from June 1991 to May 1995.  Mr.       
Tanabe has been a director of the Company since November 2000 and the           
President of the Company since December 19, 2000.                               

John T. Wholihan, age 63, has been Dean of the College of Business    
Administration at Loyola Marymount University since 1984.  Previously, he       
served for five years as an Associate Dean at Bradley University, where he      
also served as Director of the MBA Program and as Director of the Small         
Business Institute.  During this period, he also taught in the areas of         
strategic management and international business.  He was a Fulbright Scholar    
in Brazil in 1977.  Mr. Wholihan holds a B.S. from the University of Notre      
Dame, an MBA from Indiana University and a Ph.D. from The American University.  
He has published numerous articles and other scholarly works.  He is a member   
of several academic associations and honor societies, including the Academy of  
Management, the Small Business Institute Directors Association, Beta Gamma      
Sigma and Alpha Sigma Nu.  He currently is President of the Western             
Association of Collegiate Schools of Business.  He is past President of the     
Association of Jesuit Colleges and Universities - Business Deans.  He was the   
founding President of the International Association of Jesuit Business          
Schools.  He is a member of the Rotary Club of Los Angeles, the Financial       
Executives Institute and the Jonathan Club.  He has served on the board of      
directors of several small companies and currently is a member of the Board of  
Trustees of the TIP Funds, a family of publicly traded mutual funds.  He is     
the immediate past Chairman of the Board of Notre Dame Academy in Los Angeles.  
Mr. Wholihan has been a director of the Company since April 1998.               

BOARD COMMITTEES                                                                

  The Board of Directors currently has appointed four standing committees:
the Audit Committee, the Compensation Committee, the Strategic Planning         
Committee and the Conflicts Committee.                                          

 The Audit Committee currently consists of Messrs. Aoshima, Shikanai and
Wholihan. The Audit Committee's purpose is to recommend the appointment of an   
independent auditor for the Company, review the scope of the audit, examine     
the auditor's reports, make appropriate recommendations to the Board of         
Directors as a result of such review and examination and make inquiries into    

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the effectiveness of the financial and accounting functions and controls of     
the Company.  The Board of Directors has adopted a written charter for the      
Audit Committee.                                                                

The Audit Committee has reviewed and discussed the audited financial  
statements with management.  The Audit Committee recommended to the Board of    
Directors that the audited financial statements be included in the Company's    
Annual Report on Form 10-KSB for the last fiscal year for filing with the       
Securities and Exchange Commission.  The Audit Committee has discussed with     
BDO Seidman, LLP the matters required to be discussed by SAS 61. The Audit      
Committee has received the written disclosures and the letter from BDO          
Seidman, LLP required by Independent Standards Board Standard No. 1.            

 The National Association of Securities Dealers (the "NASD") has adopted
regulations that apply to companies whose securities are listed on the Nasdaq   
Stock Market which govern the composition of such companies audit committees.   
Generally, these regulations require that an audit committee must consist of    
three or more "independent" directors.  Because the Company's securities are    
not currently listed on the Nasdaq Stock Market, it is not subject to these     
requirements.  However, the Company intends to comply voluntarily with these    
requirements as soon as possible.  At present, only Mr. Wholihan is             
"independent" as defined by the NASD.  The Company therefore intends to         
appoint two additional independent directors as soon as appropriate candidates  
can be identified and agree to serve.  When the two additional independent      
directors are appointed, those persons will replace Messrs. Aoshima and         
Shikanai on the Audit Committee.                                                

The Compensation Committee consists of Messrs. Aoshima, Shikanai and  
Wholihan.  It is responsible for reviewing and setting the compensation of      
executive officers of the Company and for administering the Company's stock     
option plans.                                                                   

  The Strategic Planning Committee consists of Messrs. Bitetti, Tanabe and
Wholihan. The Strategic Planning Committee is responsible for overseeing the    
development of the Company's strategic planning process.                        

On December 19, 2000, the Board created a Conflicts Committee, which  
currently consists solely of John T. Wholihan.  When the two additional         
independent directors are appointed to the Board as described above, those      
persons shall also serve on the Conflicts Committee.  The Conflicts Committee   
will be responsible for evaluating and approving transactions between the       
Company and TUC and its affiliated entities.                                    

BOARD AND COMMITTEE MEETINGS                                                    

In fiscal 2000, the Board of Directors held four meetings. Board      
committees met as follows during fiscal 2000: the Compensation Committee did    
not meet, the Audit Committee met once and the Strategic Planning Committee     
met once. The total combined attendance for all Board and Committee meetings    
was 91%. All directors attended at least 91% of the meetings of the Board and   
of the committees on which they served.                                         

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EXECUTIVE COMPENSATION                                                          

   The following table sets forth information concerning the compensation of
the Company's Chief Executive Officer and its only other employee who received  
salary and bonus compensation from the Company in excess of $100,000 for the    
fiscal year ended June 30, 2000 (the "Named Executives").                       

                                                        [Enlarge/Download Table]


                       SUMMARY COMPENSATION TABLE                                       

                                        Annual Compensation    Long Term Compensation   
Name and                                -------------------  ---------------------------
Principal                Fiscal                               Stock Options   All Other 
Position                  Year          Salary      Bonus(1)    (Shares)    Compensation
-----------              -------        ------      --------  ------------- ------------
                                                                                        
Vincent J. Bitetti         2000       $290,692     $29,412         0          $24,612   
Chief Executive Officer    1999        240,000      12,500         0           23,288   
                           1998        210,466      79,000      50,000         22,543   

Tanya Baker                2000        100,436           0      10,000         11,858   
Vice President of Sales(3) 1999         61,167           0      15,000          4,682   


(1)   The bonus paid in fiscal 1999 was earned in fiscal 1998. $60,000 of       
Mr. Bitetti's 1999 bonus was accrued in fiscal 1998.                

(2)   The amounts in this column consist of the following: (1) personal use of  
Company car: Mr. Bitetti - $12,000 (2000), $12,000 (1999), $12,000  
(1998); Ms. Baker - $3,200 (2000), $1,400 (1999); (b) life insurance
    premiums: Mr. Bitetti - $7,333 (2000), $6,358 (1999), $6,143 (1998); (c)
   medical insurance premiums: Mr. Bitetti - $5,279 (2000), $4,930 (1999),
$4,400 (1998); Ms. Baker - $8,658 (2000), $3,282 (1999).            

(3)   Ms. Baker became an employee of the Company during October 1998.          

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OPTION GRANTS                                                                   

   The following table sets forth information regarding grants of options to
and exercises of options by the Named Executives during the fiscal year ended   
June 30, 2000.                                                                  

                                                        [Enlarge/Download Table]

                          OPTION GRANT TABLE                                          

                        Number of         Percentage of Total     Exercise            
                       Securities         Options Granted to       Base     Expiration
Name                Underlying Options  Employees in Fiscal Year   Price       Date   
----                ------------------  ------------------------   -------  ----------
                                                                                      
Vincent J. Bitetti         0                      --                 --         --    
Tanya Baker              10,000                   11%               $.315     3/1/10  

OPTION EXERCISES AND HOLDINGS                                                   

  The following table sets forth information concerning each exercise of a
stock option during the fiscal year ended June 30, 2000 by each of the Named    
Executives and the number and value of unexercised options granted by the       
Company held by each of the Named  Executives on June 30, 2000.                 

                                                        [Enlarge/Download Table]

         AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND                          
                       FISCAL YEAR-END OPTION VALUES                                  

                                         Number of Shares                             
                                           Underlying                                 
                                           Unexercised          Value of Unexercised  
                 Number of              Options at 6/30/00     In-the-Money Options   
                  Shares       Value       Exercisable/        at 6/30/00 Exercisable/
Name             Acquired     Realized(1)  Unexercisable             Unexercisable (2)
----            -----------   ----------   ------------------   ----------------------
                                                                                      
Vincent J. Bitetti  0          $0            50,000/0             $0/$0               
Tanya Baker         0          $0            21,250/3,750         $0/$0               


(1)  Market value on the date of exercise of shares covered by options          
exercised, less option exercise price.                                

(2)  Market value of the shares covered by in-the-money options on June 30,     
2000, less the option exercise price.                                 

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COMPENSATION OF DIRECTORS                                                       

For the fiscal year ending June 30, 2000, each director who was not an
employee of the Company was entitled to receive a director's fee of $15,000     
per year, and to be reimbursed for out-of-pocket expenses incurred in           
connection with his attendance at meetings.  This amount, however, was reduced  
to $5,000 per year, effective December 19, 2000.  Also, effective as of such    
date, all employee directors or directors who are not "independent," as such    
standard is defined under the regulations of the NASD, are entitled to be       
compensated only by the reimbursement of out-of-pocket expenses incurred in     
connection with his attendance at meetings.  No such fees have been paid since  
June 1998. Instead, each director of the Company agreed to accept shares of     
the Company's Common Stock in lieu of cash in payment of the accrued fees and   
all fees that became payable through June 30, 2000 pursuant to the Company's    
1999 Director Stock Plan (the "1999 Director Stock Plan"). The Company paid     
all of the director fees accrued through June 30, 2000, which totaled $120,000  
in the aggregate, in 333,888 shares of its Common Stock. The purchase price     
for the Common Stock issuable in payment of such director fees was $.3594 per   
share, which was the fair market value of the Common Stock on December 29,      
1999, the date on which the Company's stockholders approved the 1999 Director   
Stock Plan and the issuance of such 333,888 shares of Common Stock in payment   
of the director's fees.                                                         

  In addition, pursuant to the 1999 Director Stock Plan, each non-employee
director is entitled to receive nonqualified stock options to acquire 10,000    
shares of Common Stock upon appointment as a director, and to receive           
nonqualified stock options to acquire an additional 10,000 shares of Common     
Stock for each additional year that the non-employee director continues to      
serve on the Board of Directors. Such options previously were granted pursuant  
to the Company's 1995 Amended and Restated Stock Option Plan (the "1995 Stock   
Option Plan"). Each option granted to a non-employee director vests and         
becomes exercisable as to 50 percent of the shares of Common Stock subject to   
the option on the first anniversary date of the grant and as to the remaining   
50 percent on the second anniversary date of the grant, and expires on the      
earlier of ten years from the date the option was granted, the expiration of    
the 1995 Stock Option Plan or the 1999 Director Stock Plan, as applicable, or   
three weeks after the optionee ceases to be a director of the Company. The      
exercise price of such options is equal to 100 percent of the fair market       
value of the Common Stock issuable upon exercise of the option on the date on   
which such options are granted. Each option is subject to the other provisions  
of the 1995 Stock Option Plan or the 1999 Director Stock Plan, as applicable.   

 Options were granted to all of the Company's non-employee directors for
the fiscal year ended June 30, 2000.  However, directors Kenichi Aoshima,       
Masatoshi Shikanai and Shin Tanabe all have advised the Company that they do    
not intend to accept any option grants pursuant to the 1999 Director Stock      
Plan.                                                                           

Each of Richard Azevedo, Mark A. James and Samuel L. Poole resigned as
directors of the Company effective as of the Subsequent Closing on November     
27, 2000. As of that date, each of such persons held options to purchase        
shares of Common Stock which were unvested.  On August 29, 2000, the Board      
resolved that the unvested options to purchase 15,000 shares of Common Stock    
held by each of Richard Azevedo, Mark A. James and Samuel L. Poole would        
immediately accelerate and vest in full upon consummation of the Subsequent     
Closing.                                                                        

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EMPLOYMENT AGREEMENT                                                            

The Company has entered into an Employment Agreement with Vincent J.  
Bitetti dated as of November 27, 2000 (the "Employment Agreement"), pursuant    
to which Mr. Bitetti serves as the Company's Chief Executive Officer.   The     
Employment Agreement entitles Mr. Bitetti to receive an annual base salary of   
$253,000 effective November 27, 2000, subject to annual increases in            
accordance with the Consumer Price Index (the "CPI") commencing on November     
27, 2001.                                                                       

Pursuant to the Employment Agreement, Mr. Bitetti will be entitled to 
receive a bonus based upon the Board of Director's evaluation of his            
performance, including, but not limited to, his performance in achieving        
certain targets related to revenue, profit, marketing expenses, sales volume,   
number of new-release product titles, product development schedules and cost    
control.  Pursuant to the Employment Agreement, Mr. Bitetti and the Company     
agreed to negotiate with one in another in good faith to determine such         
targets by February 27, 2001.  In no event, however, shall the aggregate        
amount of bonuses payable exceed $150,000 in any full one-year period.          

Pursuant to the Employment Agreement, Mr Bitetti was granted options  
under the Company's 1995 Stock Option Plan to purchase 500,000 shares of        
Common Stock, of which  options to purchase 125,000 shares vest each year over  
the four-year term of the Employment Agreement.                                 

Mr. Bitetti is entitled to receive certain fringe benefits under the  
Employment Agreement, including use of a Company automobile or automobile       
allowance, $5,000,000 in life insurance coverage (provided that in no event     
could the Company be required to pay a premium for such insurance in excess of  
$7,500 per year) and the right to participate in the Company's customary        
benefit plans. The Employment Agreement further provides that following the     
voluntary or involuntary termination of his employment by the Company, Mr.      
Bitetti would be entitled to two demand registration rights with respect to     
the Common Stock held by or issuable to him.                                    

The Employment Agreement terminated the Succession Agreement which was
entered into between the Company and Mr. Bitetti dated as of November 12,       
1999, and was amended pursuant to an amendment dated as of April 15, 2000 (the  
"Succession Agreement"). In turn, the Succession Agreement terminated Mr.       
Bitetti's Third Amended and Restated Employment Agreement, dated as of April    
24, 1998 (the "Third Employment Agreement").  The Succession Agreement,         
however, provides that Mr. Bitetti would remain entitled to receive             
substantially the same compensation and benefits to which he would have been    
entitled under the Third Employment Agreement until December 31, 2002.  A       
description of the compensation and benefits that Mr. Bitetti was entitled to   
receive pursuant to the Third Employment Agreement, and which he remained       
entitled to receive during the fiscal year ended June 30, 2000 by virtue of     
the Succession Agreement, is set forth below.                                   

The Third Employment Agreement entitled Mr. Bitetti to receive annual 
base salary of $240,000 effective April 27, 1998, subject to annual increases   
in accordance with the CPI commencing on April 27, 1999.                        

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 Pursuant to the Third Employment Agreement, Mr. Bitetti was entitled to
receive a bonus in the following amounts if the Company attained the specified  
gross revenues for fiscal 2000:                                                 

                        Cumulative
Gross Revenues                         Cash Bonus               
---------------                        -----------              
$19,200,000                         $  25,000               
25,600,000                            75,000              
38,400,000                           125,000              

  The gross revenue attainment levels required to receive each bonus level
for each subsequent fiscal year were to increase by 60% annually.               

 Pursuant to the Third Employment Agreement, Mr. Bitetti was entitled to
receive a bonus in the following amounts if the Company attained the specified  
gross profits for fiscal 1999:                                                  

                      Cumulative
Gross Profits                        Cash Bonus               
-------------                        ----------               
$5,120,000                           $50,000                
5,760,000                            75,000               
6,400,000                           100,000               

The gross profit levels required to receive each bonus level for each 
subsequent fiscal year were to increase by 60% annually.                        

   The Third Employment Agreement entitled Mr. Bitetti to receive a bonus in
the following amounts if the Company attained the specified levels of pre-tax   
profitability (defined as annual earnings before interest, taxes, depreciation  
and amortization divided by gross revenues) for any fiscal year during the      
term of Mr. Bitetti's employment agreement:                                     

                      Cumulative
Pre-Tax Profitability                 Cash Bonus                
----------------------                ----------                
10%                         $  50,000         
15%                           100,000         

 For the fiscal year ended June 30, 2000, Mr. Bitetti did not qualify to
receive a bonus under any of the three standards described above.               

Mr. Bitetti was entitled to receive certain fringe benefits under the 
Third Employment Agreement, including use of a Company automobile or            
automobile allowance, $5,000,000 in life insurance coverage (provided that in   
no event could the Company be required to pay a premium for such insurance in   
excess of $7,500 per year) and the right to participate in the Company's        
customary benefit plans.  The Third Employment Agreement further provided that  
following the voluntary or involuntary termination of his employment by the     
Company, Mr. Bitetti would be entitled to two demand registration rights with   
respect to the Common Stock held by or issuable to him. The Third Employment    
Agreement further provided that if the Company employs a new Chief Executive    
Officer, Mr. Bitetti's salary could not be less than that of such new Chief     
Executive Officer, up to a maximum of $300,000.                                 

 In addition, pursuant to the April 15, 2000 amendment to the Succession
Agreement, the Company agreed to pay Mr. Bitetti (i) additional compensation    

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of $100,000 during the remainder of calendar year 2000, and (ii) a bonus of     
$35,000 for each calendar quarter during which the Company realized a profit.   
No such bonus was earned for the quarter ended June 30, 2000, the first         
quarter for which Mr. Bitetti was eligible to receive this bonus.               

RATIFICATION OF INDEPENDENT AUDITORS    
(Proposal No. 2)    

 THE BOARD RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT
 OF BDO SEIDMAN, LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR
FISCAL 2001.  

The Board of Directors, upon recommendation of its Audit Committee,   
composed of independent members of the Board, has appointed BDO Seidman, LLP    
as independent auditors of the Company with respect to its operations for       
fiscal 2001, and has further directed that management submit such appointment   
for ratification by the holders of the Common Stock. In taking this action,     
the members of the Board and the Audit Committee considered carefully BDO       
Seidman, LLP's reputation in providing accounting services to other companies   
in the software industry, its independence with respect to the services to be   
performed, its general reputation for adherence to professional auditing        
standards and the performance of BDO Seidman, LLP during the audit of the       
Company's consolidated financial statements for fiscal year 2000.               
Representatives of the firm will be present at the Annual Meeting to make a     
statement if they desire to do so and to answer appropriate questions that may  
be asked by stockholders.                                                       

Stockholder ratification of the selection of BDO Seidman, LLP as the  
Company's independent auditors is not required by the Company's Bylaws or       
otherwise.  The Board, however, is submitting the selection of BDO Seidman,     
LLP to the stockholders for ratification as a matter of good corporate          
practice.  Therefore, there will be presented at the Annual Meeting a proposal  
for the ratification of this appointment, which the Board of Directors          
believes is advisable and in the best interests of the stockholders.  If the    
appointment of BDO Seidman, LLP is not ratified, the matter of the appointment  
of independent public accountants will be considered by the Board of            
Directors.                                                                      

On November 29, 1999, Deloitte & Touche LLP ("D&T") resigned as the   
principal accountant to audit the Company's financial statements. The reports   
of D & T on the Company's financial statements for years ended June 30, 1998    
and 1999 did not contain any adverse opinion or a disclaimer of opinion, and    
were not qualified or modified as to, audit scope, or accounting principles. D  
& T's report on the June 30, 1999 financial statements included an explanatory  
paragraph regarding the Company's ability to continue as a going concern.       

  During the Company's fiscal years ended June 30, 1999 and June 30, 1998,
and the period subsequent to June 30, 1999 preceding D & T's resignation,       
there was no disagreement between the Company and D & T on any matter of        
accounting principles or practices, financial statement disclosure, or          
auditing scope or procedure, which disagreement, if not resolved to the         
satisfaction of D & T, would have caused D & T to make a reference to the       
subject matter of the disagreement in connection with its report on the         

DEFA14A 15th Page of 17 TOC 1st Previous Next ↓Bottom Just 15th
Company's financial statements. By letter dated September 10, 1999 (the         
"Management Letter"), D & T advised the Company and the Audit Committee of the  
Company's Board of Directors that in planning and performing their audit for    
the year ended June 30, 1999, they had noted certain matters involving the      
Company's internal controls and its operations that they considered to be       
material weaknesses under standards established by the American Institute of    
Certified Public Accountants. Material weaknesses involve matters coming to     
their attention in which the design or operation of one or more of the          
internal control components does not reduce to a relatively low level the risk  
that misstatements caused by error or fraud in amounts that would be material   
in relation to the financial statements being audited may occur and not be      
detected within a timely period by employees in the normal course of            
performing their assigned functions. The following material weaknesses were     
noted in the Management Letter: production and distribution contracts were not  
evaluated to determine if the related prepaid royalty asset was realizable;     
and the recoverability of inventory was not adequately evaluated, and the       
related inventory reserves were not appropriately adjusted as necessary.        

 The Audit Committee discussed each of the material weaknesses described
in the Management Letter with D & T. The Company did not disagree with D & T's  
identification of material weaknesses. The Company subsequently selected BDO    
Seidman, LLP as successor accountant to audit the Company's financial           
statements. The Company authorized D & T to respond fully to the inquiries of   
the successor accountant regarding the matters addressed in the Management      
Letter.                                                                         

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE   

Based solely upon a review of the copies of the forms furnished to the
Company and written representations of the Company's directors and executive    
officers, the Company believes that all filing requirements applicable to its   
officers, directors and ten-percent beneficial owners were complied with        
during fiscal 2000.                                                             

Pursuant to Section 16(a) of the Securities Exchange Act of 1934, as  
amended (the "Exchange Act"), the Company is required to identify any person    
who, at any time during fiscal year 2000, was a director of the Company, an     
executive officer of the Company or its subsidiaries, or a beneficial owner of  
more than 10% of the Common Stock or any other person who was subject to        
Section 16(a) of the Exchange Act with respect to the Company that during       
fiscal 2000 and failed to file on a timely basis with the Securities and        
Exchange Commission any report required by Section 16(a) of the Exchange Act,   
(which reports are on Form 3 (an initial report of beneficial ownership of      
common stock) and on Form 4 and Form 5 (relating to changes in beneficial       
ownership of common stock)). Based solely on a review of such Forms 3, 4 and    
5, and amendments thereto, furnished to the Company by the reporting persons    
known to it, as required by Exchange Act Rule 16a-3(e), no reporting person     
that was required during fiscal 2000 to comply with Section 16(a) of the        
Exchange Act failed to comply with such requirements, except that Wayne         
Rogers, a former Company director, filed a Form 5 two days late.                

DEADLINE FOR SUBMISSION OF STOCKHOLDER PROPOSALS FOR 2001   

 The rules of the Securities and Exchange Commission permit stockholders
of the Company, after notice to the Company, to present proposals for           
stockholder action in the Company's proxy statement where such proposals are    
consistent with applicable law, pertain to matters appropriate for stockholder  
action and are not properly omitted by Company action in accordance with the    
proxy rules published by the Securities and Exchange Commission.  The           

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Company's 2001 annual meeting of stockholders is expected to be held in the     
spring of 2002, and proxy materials in connection with that meeting are         
expected to be mailed on or about February 28, 2002.  Stockholder proposals     
prepared in accordance with the proxy rules must be received by the Company on  
or before December 1, 2001.                                                     

 OTHER MATTERS

The Board of Directors of the Company does not intend to present any  
business at the Annual Meeting other than the matters specifically set forth    
in this Proxy Statement and knows of no other business to come before the       
Annual Meeting.  However, on all matters properly brought before the Annual     
Meeting by the Board or by others, the persons named as proxies in the          
accompanying proxy will vote in accordance with their best judgment.            

  It is important that your shares are represented and voted at the Annual
Meeting, whether or not you plan to attend.  Accordingly, we respectfully       
request that you sign, date and mail your Proxy in the enclosed envelope as     
promptly as possible.                                                           

              BY ORDER OF THE BOARD OF DIRECTORS

Eugene Code         
Secretary           

January 17, 2001                                                                
TDK Mediactive, Inc.                                                            
26115 Mureau Road, Suite B                                                      
Calabasas, California  91302                                                    

DEFA14A Last Page of 17 TOC 1st Previous Next ↓Bottom Just 17th
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS 

The undersigned hereby appoints Martin G. Paravato and Eugene Code, and each    
of them with full power of substitution, as his or her proxies to represent     
and vote, as designated below, all of the shares of the Common Stock of TDK     
Mediactive, Inc., registered in the name of the undersigned on January 17,      
2001, with the powers the undersigned would posses if personally present at     
the 2000 Annual Meeting of Stockholders to be held at the Company's offices at  
26115 Mureau Road, Suite B, Calabasas, California 91302 at 10:00 a.m. on        
February 12, 2001, and at any adjournment thereof, hereby revoking any proxy    
or proxies previously given.                                                    

1.  ELECTION            [ ] FOR all nominees listed  [ ]WITHHOLD AUTHORITY      
OF DIRECTORS:           below (except as marked     to vote for all     
                         to the contrary below)      nominees listed below

(To withhold authority to vote for any individual nominee strike a line 
through the nominee's name below)         

Kenichi Aoshima     Vincent J. Bitetti     Masatoshi Shikanai       
Shin Tanabe         John T. Wholihan                                

2.  Proposal to ratify the appointment of BDO Seidman, LLP as the Company's     
independent auditors for fiscal 2001:                                   

[ ]   For             [ ]   Against            [ ] Abstain              

Discretionary authority is hereby granted with respect to such other  
matters as may properly come before the Annual Meeting.                         

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED.  IF NO           
DIRECTION IS GIVEN, THE PROXY WILL BE VOTED "FOR" ALL NOMINEES FOR DIRECTOR,    
"FOR" PROPOSAL #2 AND IN THE PROXY'S DISCRETION ON ANY OTHER MATTERS TO COME    
BEFORE THE MEETING.                                                             

Dated:     , _____                                                              

                                   -----------------------------------
           (Signature)

                                   -----------------------------------
                  (Second signature)

                                     PLEASE DATE AND SIGN ABOVE exactly as
                                     your name appears at left, indicating
                                    where appropriate, official position
                           or representative capacity.

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Dates Referenced Herein and Documents Incorporated by Reference

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This ‘DEFA14A’ Filing	Date	First	Last	Other Filings

	12/31/02	12		10-Q
	2/28/02	16
	12/1/01	16
	11/27/01	12
	7/8/01	6
	3/31/01	2		10KSB
	2/27/01	12
	2/12/01	2	17
	1/19/01	3
	1/17/01	2	17
Filed on:	1/16/01
	12/19/00	7	11	8-K
	12/7/00	4		SC 13D/A
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	8/29/00	11
	6/30/00	2	14	10KSB40, NT 10-K
	4/15/00	12	13
	2/28/00	5
	12/29/99	11		DEF 14A
	11/29/99	14
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	9/10/99	15
	6/30/99	14	15	10KSB, NT 10-K
	4/27/99	12
	6/30/98	14		10KSB40, DEF 14A, PRE 14A
	4/27/98	12		8-K
	4/24/98	12
	4/11/98	4
	11/20/97	6
	7/1/96	5
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TDK Mediactive Inc – ‘DEFA14A’ on 1/16/01

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Additional Definitive Proxy Solicitation Material — Schedule 14AFiling Table of Contents

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Dates Referenced Herein and Documents Incorporated by Reference

Additional Definitive Proxy Solicitation Material — Schedule 14A
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