TDK USA Corp – ‘SC 13D/A’ on 12/7/00 re: TDK Mediactive Inc

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Schedule 13D/A (Amendment No. 1)                       9     49K 

Document Table of Contents

SC 13D/A
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UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D/A
 UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*

TDK Mediactive, Inc. f/k/a Sound Source Interactive, Inc. 
--------------------------------------------------------------------------------
(Name of Issuer)

Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)

 83608K206
--------------------------------------------------------------------------------
(CUSIP Number)

Hillel T. Cohn, Esq.
--------------------------------------------------------------------------------
Squire, Sanders & Dempsey L.L.P.
--------------------------------------------------------------------------------
 801 South Figueroa Street, 14th Floor
--------------------------------------------------------------------------------
 Los Angeles, California 90017
--------------------------------------------------------------------------------
(213) 624-2500
--------------------------------------------------------------------------------

 (Name, Address and Telephone Number of Person Authorized to
 Receive Notices and Communications)

November 27, 2000 
--------------------------------------------------------------------------------
 (Date of Event which Requires Filing of this Statement)

         If the filing person has previously filed a statement on Schedule 13G
       to report the acquisition that is the subject of this Schedule 13D,
        and is filing this schedule because ss.ss.240.13d-1(e), 240.13d-1(f)
or 240.13d-1(g), check the following box. [ ]               

         NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits.    
    Seess.240.13d-7 for other parties to whom copies are to be sent.

          * The remainder of this cover page shall be filled out for a reporting
          person's initial filing on this form with respect to the subject class
          of securities, and for any subsequent amendment containing information
 which would alter disclosures provided in a prior cover page.

          The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the
       Securities Exchange Act of 1934 ("Act") or otherwise subject to the
      liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes.)       

         POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
      CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.              

SC 13D/A
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CUSIP No.: 83608K206                                                            

                                                        [Enlarge/Download Table]

                                                                                                                      
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         1.       Names of Reporting Persons.                                                                         
                  I.R.S. Identification Nos. of above persons (entities only).                                        

                  TDK U.S.A. Corporation                                                                              
----------------------------------------------------------------------------------------------------------------------

         2.       Check the Appropriate Box if a Member of a Group (See Instructions)                                 

                  (a)      .......................................................................................    

                  (b)      .......................................................................................    
----------------------------------------------------------------------------------------------------------------------

         3.       SEC Use Only ...................................................................................    
----------------------------------------------------------------------------------------------------------------------

         4.       Source of Funds (See Instructions):  WC                                                             
----------------------------------------------------------------------------------------------------------------------

         5.       Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ............    
----------------------------------------------------------------------------------------------------------------------

         6.       Citizenship or Place of Organization:  New York                                                     
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Number of Shares     7.       Sole Voting Power:  16,667,000                                                          
Beneficially by                                                                                                       
Owned by Each                                                                                                         
Reporting Person                                                                                                      
With                                                                                                                  

                     8.       Shared Voting Power:  17,951,634                                                        

                     9.       Sole Dispositive Power:  16,667,000                                                     

                     10.      Shared Dispositive Power:  0                                                            
----------------------------------------------------------------------------------------------------------------------

         11.      Aggregate Amount Beneficially Owned by Each Reporting Person ..........................16,667,000   
----------------------------------------------------------------------------------------------------------------------

         12.      Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ...........    
----------------------------------------------------------------------------------------------------------------------

         13.      Percent of Class Represented by Amount in Row (11) ........................................73.8%    
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         14.      Type of Reporting Person (See Instruction):  CO                                                     

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CUSIP No.: 0-28604                                                              

                                                        [Enlarge/Download Table]

                                                                                                                               
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 .........1.       Names of Reporting Persons.                                                                                 
                  I.R.S. Identification Nos. of above persons (entities only).                                                 

                  TDK Corporation                                                                                              
----------------------------------------------------------------------------------------------------------------------         

         2.       Check the Appropriate Box if a Member of a Group (See Instructions)                                          

                  (a)      .......................................................................................             

                  (b)      .......................................................................................             
----------------------------------------------------------------------------------------------------------------------         

         3.       SEC Use Only ...................................................................................             
----------------------------------------------------------------------------------------------------------------------         

         4.       Source of Funds (See Instructions):  WC                                                                      
----------------------------------------------------------------------------------------------------------------------         

         5.       Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ............             
----------------------------------------------------------------------------------------------------------------------         

         6.       Citizenship or Place of Organization:  Japan                                                                 
----------------------------------------------------------------------------------------------------------------------         

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

Number of Shares     7.       Sole Voting Power:  16,667,000                                                                   
Beneficially by                                                                                                                
Owned by Each                                                                                                                  
Reporting Person                                                                                                               
With                                                                                                                           

                     8.       Shared Voting Power:  17,951,634                                                                 

                     9.       Sole Dispositive Power:  16,667,000                                                              

                     10.      Shared Dispositive Power:  0                                                                     
-------------------- -------------------------------------------------------------------------------------------------         

         11.      Aggregate Amount Beneficially Owned by Each Reporting Person ..........................16,667,00             
----------------------------------------------------------------------------------------------------------------------         

         12.      Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ...........             
----------------------------------------------------------------------------------------------------------------------         

         13.      Percent of Class Represented by Amount in Row (11) ........................................73.8%             
----------------------------------------------------------------------------------------------------------------------         

         14.      Type of Reporting Person (See Instruction):  CO                                                              


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ITEM 1. SECURITY AND ISSUER                                                     

    This Schedule 13D relates to shares of the common stock, $.001 par
value (the "Common Stock"), of TDK Mediactive, Inc. (f/k/a Sound Source         
Interactive, Inc.) (the "Company"). The principal business and executive offices
of the Company are located at 26115 Mureau Road, Suite B, Calabasas, California 
91302-3126.                                                                     

ITEM 2. IDENTITY AND BACKGROUND                                                 

        This Schedule 13D is being filed by TDK U.S.A. Corporation, a New York
corporation ("TUC"). The principal business and executive offices of TUC are    
located at 12 Harbor Park Drive, Port Washington, NY 11050. TUC is a            
wholly-owned subsidiary of TDK Corporation, a Japanese corporation that is      
publicly traded on several stock exchanges, principally the Tokyo Stock Exchange
("TDK"). TUC serves as TDK's holding company for the indirect U.S. subsidiaries 
through which TDK conducts its operations in the U.S. Through these             
subsidiaries, TUC is engaged in the manufacture, sale and distribution of blank 
recording media (optical and magnetic), electronic materials and components, and
integrated circuits of LAN/WAN embedded modem and set-top box applications.     

       Information regarding each of the directors and executive officers of
TUC is set forth below:                                                         

Kenichi Aoshima                                               
TDK U.S.A. Corporation                                        
12 Harbor Park Drive                                          
Port Washington, NY  11050                                    
President, CEO and a Director of TUC                          
Citizen of Japan                                              

Aniceto Evangelista                                           
TDK U.S.A. Corporation                                        
12 Harbor Park Drive                                          
Port Washington, NY  11050                                    
Vice President and Treasurer of TUC                           
Citizen of U.S.A.                                             

Kuniyoshi Matsui                                              
TDK U.S.A. Corporation                                        
12 Harbor Park Drive                                          
Port Washington, NY  11050                                    
Director of TUC                                               
Citizen of Japan                                              

Shiro Nomi                                                    
TDK U.S.A. Corporation                                        
12 Harbor Park Drive                                          
Port Washington, NY  11050                                    
Director of TUC                                               
Citizen of Japan                                              

Tsutae (Den) Suzuki                                           
TDK U.S.A. Corporation                                        
12 Harbor Park Drive                                          
Port Washington, NY  11050                                    
Director of TUC                                               
Citizen of Japan                                              

Francis J. Sweeney, Jr.                                       
TDK U.S.A. Corporation                                        
12 Harbor Park Drive                                          
Port Washington, NY  11050                                    
 Executive Vice President, COO, General Counsel, Secretary and a
Director of TUC                                               
Citizen of U.S.A.                                             

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Jeffrey G. Williams                                           
TDK U.S.A. Corporation                                        
12 Harbor Park Drive                                          
Port Washington, NY  11050                                    
Vice President and Assistant Secretary of TUC                 
Citizen of U.S.A.                                             

       During the last five years, neither TUC nor, to the best knowledge of
TUC, any director or executive officer of TUC, has been (a) convicted in a      
criminal proceeding (excluding traffic violations or similar misdemeanors) or   
(b) a party to a civil proceeding of a judicial or administrative body of       
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting  
or mandating activities subject to, federal or state securities laws or finding 
any violation with respect to such laws.                                        

The sole shareholder of TUC is TDK. The principal business and
executive offices of TDK are located at 1-13-1, Nihonbashi, Chuo-ku, Tokyo 103, 
Japan. TDK manufactures a broad range of magnetic recording media and electronic
components.                                                                     

       Information regarding each of the directors and executive officers of
TDK is set forth below:                                                         

Hajime Sawabe                                                 
TDK Corporation                                               
Corporate Headquarters                                        
1-13-1, Nihonbashi                                            
Chuo-ku                                                       
Tokyo 103                                                     
Japan                                                         
President, CEO and a Director                                 
Citizen of Japan                                              

Motoyuki Kurihara                                             
TDK Corporation                                               
Corporate Headquarters                                        
1-13-1, Nihonbashi                                            
Chuo-ku                                                       
Tokyo 103                                                     
Japan                                                         
Executive Vice President and a Director                       
Citizen of Japan                                              

Shunjiro Saito                                                
TDK Corporation                                               
Corporate Headquarters                                        
1-13-1, Nihonbashi                                            
Chuo-ku                                                       
Tokyo 103                                                     
Japan                                                         
Executive Vice President and a Director                       
Citizen of Japan                                              

Joichiro Ezaki                                                
TDK Corporation                                               
Corporate Headquarters                                        
1-13-1, Nihonbashi                                            
Chuo-ku                                                       
Tokyo 103                                                     
Japan                                                         
Executive Managing Director                                   
Citizen of Japan                                              

Hirokazu Nakanishi                                            

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TDK Corporation                                               
Corporate Headquarters                                        
1-13-1, Nihonbashi                                            
Chuo-ku                                                       
Tokyo 103                                                     
Japan                                                         
Executive Managing Director                                   
Citizen of Japan                                              

Jiro Iwasaki                                                  
TDK Corporation                                               
Corporate Headquarters                                        
1-13-1, Nihonbashi                                            
Chuo-ku                                                       
Tokyo 103                                                     
Japan                                                         
Executive Managing Director                                   
Citizen of Japan                                              

Suguru Takayama                                               
TDK Corporation                                               
Corporate Headquarters                                        
1-13-1, Nihonbashi                                            
Chuo-ku                                                       
Tokyo 103                                                     
Japan                                                         
Executive Director                                            
Citizen of Japan                                              

Takeshi Owada                                                 
TDK Corporation                                               
Corporate Headquarters                                        
1-13-1, Nihonbashi                                            
Chuo-ku                                                       
Tokyo 103                                                     
Japan                                                         
Executive Director                                            
Citizen of Japan                                              

Shinji Yoko                                                   
TDK Corporation                                               
Corporate Headquarters                                        
1-13-1, Nihonbashi                                            
Chuo-ku                                                       
Tokyo 103                                                     
Japan                                                         
Executive Director                                            
Citizen of Japan                                              

Takeshi Nomura                                                
TDK Corporation                                               
Corporate Headquarters                                        
1-13-1, Nihonbashi                                            
Chuo-ku                                                       
Tokyo 103                                                     
Japan                                                         
Executive Director                                            
Citizen of Japan                                              

Yoshinori Hashimoto                                           
TDK Corporation                                               

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Corporate Headquarters                                        
1-13-1, Nihonbashi                                            
Chuo-ku                                                       
Tokyo 103                                                     
Japan                                                         
Executive Director                                            
Citizen of Japan                                              

Kiyoshi Ito                                                   
TDK Corporation                                               
Corporate Headquarters                                        
1-13-1, Nihonbashi                                            
Chuo-ku                                                       
Tokyo 103                                                     
Japan                                                         
Executive Director                                            
Citizen of Japan                                              

Katsuhiro Fujino                                              
TDK Corporation                                               
Corporate Headquarters                                        
1-13-1, Nihonbashi                                            
Chuo-ku                                                       
Tokyo 103                                                     
Japan                                                         
Executive Director                                            
Citizen of Japan                                              

       During the last five years, neither TDK nor, to the best knowledge of
TUC, any director or executive officer of TDK, has been (a) convicted in a      
criminal proceeding (excluding traffic violations or similar misdemeanors) or   
(b) a party to a civil proceeding of a judicial or administrative body of       
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting  
or mandating activities subject to, federal or state securities laws or finding 
any violation with respect to such laws.                                        

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION                       

       On September 8, 2000, the Company and TUC entered into a common stock
purchase agreement (the "Purchase Agreement"), pursuant to which TUC agreed to  
purchase, and the Company agreed to sell, a total of 16,667,000 shares of Common
Stock, for the purchase price of $.30 per share and an aggregate purchase price 
of $5,000,100. On September 11, 2000, TUC acquired 4,750,000 shares of Common   
Stock for an aggregate purchase price of $1,425,000 paid out of the working     
capital of TUC in cash by wire transfer on that date (the "Initial Closing").   
Pursuant to the Purchase Agreement, on November 27, 2000, immediately upon the  
filing of an amendment to the Company's Certificate of Incorporation (the       
"Charter Amendment") to increase the number of shares of Common Stock the       
Company is authorized to issue from 20,000,000 to 50,000,000, TUC acquired an   
additional 11,917,000 shares of Common Stock for an aggregate purchase price of 
$3,575,100 (the "Subsequent Closing"), paid in cash out of the working capital  
of TUC on November 27, 2000.                                                    

ITEM 4. PURPOSE OF TRANSACTION                                                  

      As of the Subsequent Closing, TUC acquired a controlling interest in
the Company through the purchase of the Common Stock under the Purchase         
Agreement and simultaneously three of the five members of the board of directors
of the Company (Richard Azevedo, Mark A. James and Samuel L. Poole) resigned and
the resulting vacancies were filled by the remaining directors' appointment of  
the following additional directors designated by TUC: Kenichi Aoshima, Masatoshi
Shikanai, and Shin Tanabe. Except as described in this Schedule 13D, TUC has no 
present plans or proposals which would relate to or result in any of the items  
listed in subparts (b), (c), (e), (f), (g), (h), (i) and (j) of Item 4.         

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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER                                    

(a)      TUC beneficially owns an aggregate of 16,667,000 shares of Common Stock
of the Company, or approximately 73.8% of the outstanding Common Stock of the   
Company as of November 27, 2000.                                                

       TDK (through TUC) beneficially owns an aggregate of 16,667,000 shares
of Common Stock of the Company, or approximately 73.8% of the outstanding Common
Stock of the Company as of November 27, 2000.                                   

        Except as disclosed in this Schedule 13D, neither TDK nor, to the best
knowledge of TUC, any of the directors or executive officers of TUC or TDK,     
beneficially owns any shares of the Common Stock.                               

(b)      Vincent J. Bitetti ("Bitetti"), the Chief Executive Officer of the     
Company and beneficial owner of 1,284,634 shares of Common Stock (which amount  
includes presently exercisable options to purchase 50,000 shares of Common      
Stock) constituting approximately 5.7% of all of the issued and outstanding     
capital stock of the Company, executed an Irrevocable Proxy as of September 8,  
2000 granting to TUC an irrevocable proxy pursuant to the provisions of Section 
212 of the Delaware General Corporation Law to vote, or to execute and deliver  
written consents or otherwise act with respect to, all shares of capital stock  
of the Company now owned or hereafter acquired by Bitetti, to the same extent   
and with the same effect as he might or could do under any applicable laws or   
regulations governing the rights and powers of stockholders of a Delaware       
corporation in connection with all matters on which stockholders are entitled to
vote, EXCEPT, that for so long as either that certain Stockholders Voting       
Agreement, by and among Vincent J. Bitetti, Eric H. Winston, ASSI, Inc., and the
Company, dated as of April 30, 1996 (the "Voting Agreement") or Section 5(w) of 
that certain Underwriting Agreement, by and among Vincent J. Bitetti, Eric H.   
Winston, The Boston Group, L.P., and Joseph Stevens & Company, L.P., dated as of
July 1, 1996 (the "Underwriting Agreement") remain in effect, TUC shall not be  
permitted to vote said stock in connection with the election of directors of the
Company or any other matters covered by the Voting Agreement or the Underwriting
Agreement. The Voting Agreement terminated by its own terms upon the            
consummation of the Subsequent Closing as a result of Messrs. Bitetti and       
Winston together ceasing to own at least 10% of the outstanding Common Stock, as
reported by the Company in its most recent SEC Form 10KSB40 filed on October 13,
2000. Under the terms of the Underwriting Agreement, the Company granted the    
underwriters each the right to nominate from time to time one person to stand   
for possible election as a director of the Company, or alternatively, to        
designate a person to attend all Company board meetings as a nonvoting advisor. 
The Underwriting Agreement will terminate on July 8, 2001. Effective November   
20, 1997, Joseph Stevens & Co., L.P. assigned to The Boston Group, L.P. its     
director nomination rights under the Underwriting Agreement, and thus, The      
Boston Group, L.P. remains contractually entitled to nominate two persons to    
stand for possible election as directors of the Company, or alternatively to    
designate two persons to attend all Company board meetings as nonvoting         
advisors, until July 8, 2001.                                                   

         The proxy may be exercised by TUC for the period beginning on September
8, 2000 and ending on the date that Bitetti no longer holds any stock of the    
Company, EXCEPT that TUC is not permitted to vote said stock pursuant to the    
irrevocable proxy from and after the consummation of the Subsequent Closing,    
unless the stockholding percentage of TUC in the Company is at any time reduced 
to fifty percent (50%) or less of the total issued and outstanding capital stock
of the Company, in which case TUC will again be permitted to vote said stock    
pursuant to the irrevocable proxy during such period of time. The proxy shall   
remain in full force and effect and be enforceable against any donee, transferee
or assignee of the stock.                                                       

      Accordingly, with certain limitations described above, TUC currently
has the power to vote approximately 73.8% of the shares of all of the issued and
outstanding capital stock of the Company pursuant to the terms of the           
irrevocable proxy described above.                                              

(c)      Not applicable.                                                        

(d)      Not applicable.                                                        

(e)      Not applicable.                                                        

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER                                              

TUC does not have any contract, arrangement, understanding or 
relationship with any person with respect to any securities of the Company,     
including respecting voting or transfer of Company securities or joint venture, 
finder's fees or the like, EXCEPT for the following: (1) the Irrevocable Proxy  
described above, and (2) a certain Registration Rights Agreement dated as of    
September 8, 2000, by and between TUC and the Company which grants TUC certain  
rights to request that the Company effect a registration of TUC's securities    
under the Securities Act of 1933 or to have TUC's securities included in certain
other registrations effected by the Company.                                    

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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS                                        

Exhibit 1 - Certification Regarding Joint Filing.*            
  Exhibit 2 - Irrevocable Proxy, dated as of September 8, 2000, by
Vincent J. Bitetti (in favor of TUC)*                         
     Exhibit 3 - Registration Rights Agreement, dated as of September 8,
2000, by and between TUC and the Company*                     

* previously filed.                                           

Signature                                                                       

        After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and  
correct.                                                                        

/s/ Kenichi Aoshima                                                             
--------------------------------------------------------------------------------
TDK U.S.A. CORPORATION                                                          
By:  Kenichi Aoshima                                                            
Its:  President and CEO                                                         

Dated:  December 7, 2000                                                        

        After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and  
correct.                                                                        

/s/ Hajime Sawabe                                                               
--------------------------------------------------------------------------------
TDK CORPORATION                                                                 
By:  Hajime Sawabe                                                              
Its:  President and CEO                                                         

Dated:  December 7, 2000                                                        

       The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is    
signed on behalf of a person by his authorized representative (other than an    
executive officer or general partner of the filing person), evidence of the     
representative's authority to sign on behalf of such person shall be filed with 
the statement; provided, however, that a power of attorney for this purpose     
which is already on file with the Commission may be incorporated by reference.  
The name and any title of each person who signs the statement shall be typed or 
printed beneath his signature.                                                  

ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL    
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)                                        

9 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
		10/31/02		1
		7/8/01		8
Filed on:		12/7/00		9
		11/27/00		1		8			8-K
		10/13/00		8					10KSB40
		9/11/00		7
		9/8/00		7		9			8-K
		11/20/97		8
		7/1/96		8
		4/30/96		8
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