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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SRS LABS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 33-0714264
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
2909 Daimler Street, Santa Ana, California 92705
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
<S> <C>
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</TABLE>
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box. [ ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933 pursuant to
General Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value per share
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(Title of class)
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
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The class of securities to be registered hereby is common stock, par
value $.001 per share (the "Common Stock"), of SRS Labs, Inc., a Delaware
corporation (the "Registrant"). For a description of the Common Stock, see the
information set forth under the caption "Description of Capital Stock" in (i)
the Prospectus Subject to Completion dated July 3, 1996 included in Amendment
No. 1 ("Amendment No. 1") to the Registrant's Registration Statement on Form
SB-2 (No. 333-4974-LA), filed with the Securities and Exchange Commission (the
"Commission") on July 3, 1996, (ii) the related Prospectus Subject to
Completion dated July 3, 1996 filed with the Commission pursuant to Rule 424(a)
under the Securities Act of 1933, as amended (the "Securities Act"), on July 9,
1996, (iii) the Prospectus included in all amendments to the Registrant's
Registration Statement on Form SB-2 (No. 333-4974-LA) filed with the Commission
subsequent to Amendment No. 1, (iv) any other related forms of Prospectus filed
with the Commission pursuant to Rule 424(a) of the Securities Act after July 9,
1996, and (v) the related final form of Prospectus to be filed with the
Commission under Rule 424(b) of the Securities Act, which descriptions are each
incorporated herein by reference. Any statement contained in a document
incorporated herein by reference shall be deemed to be modified or superseded
for purposes hereof to the extent that another document incorporated herein by
reference modifies or supersedes such previous statement.
ITEM 2. EXHIBITS.
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The following documents are being filed as exhibits to this
registration statement.
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Exhibit Number Description
<S> <C>
EX-3.(i) Certificate of Incorporation (incorporated herein by
reference to Exhibit 3.1 of the Registrant's Registration
Statement on Form SB-2 (No. 333-4974-LA))
EX-3.(ii) Bylaws (incorporated herein by reference to Exhibit 3.2 of
the Registrant's Registration Statement on Form SB-2
(No. 333-4974-LA))
EX-4.1 Specimen of security to be registered
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Date: August 1, 1996 SRS LABS, INC.
By: /s/ Thomas C.K. Yuen
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Thomas C.K. Yuen
Chairman of the Board and
Chief Executive Officer
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INDEX TO EXHIBITS
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<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
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<S> <C>
EX-3.(i) Certificate of Incorporation (incorporated herein by reference to
Exhibit 3.1 of the Registrant's Registration Statement on Form SB-2
(No. 333-4974-LA))
EX-3.(ii) Bylaws (incorporated herein by reference to Exhibit 3.2 of the
Registrant's Registration Statement on Form SB-2 (No. 333-4974-LA))
EX-4.1 Specimen of security to be registered
</TABLE>
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Exhibit 4.1
NUMBER SHARES
SRS ____ [SRS LOGO]
INCORPORATED UNDER THE LAWS SEE REVERSE FOR CERTAIN DEFINITIONS
OF THE STATE OF DELAWARE CUSIP 78464M 10 6
This Certifies that
is the record holder of
FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $.001 PAR VALUE, OF
SRS Labs, Inc.
transferable on the books of the Corporation by the holder hereof in person or
by duly authorized attorney upon surrender of this certificate properly
endorsed. This certificate is not valid until countersigned by the Transfer
Agent and registered by the Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
Dated:
[SRS LABS, INC. CORPORATE SEAL]
Janet M. Biski Thomas C.K. Yuen
SECRETARY CHAIRMAN
COUNTERSIGNED AND REGISTERED:
HARRIS TRUST COMPANY OF CALIFORNIA
TRANSFER AGENT
AND REGISTRAR
BY
AUTHORIZED SIGNATURE
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The Corporation shall furnish without charge to each stockholder who so
requests a statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock of the
Corporation or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights. Such requests shall be made to
the Corporation's Secretary at the principal office of the Corporation.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common
UNI GIFT MIN ACT - _____________________ Custodian __________________
(Cust) (Minor)
under Uniform Gifts to Minors
Act ______________________________________________
(State)
UNI TRF MIN ACT - ______________ Custodian (until age _____________)
__________________________ under Uniform Transfers
(Minor)
to Minors Act ____________________________________
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, ___________________________________ hereby sell, assign and
transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
/ /
________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
________________________________________________________________________________
________________________________________________________________________________
_________________________________________________________________________ Shares
of the common stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
_______________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated _______________________
X _______________________________________________
X _______________________________________________
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME(S) AS WRITTEN UPON
THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATEVER.
Signature(s) Guaranteed
By _____________________________________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.
