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As filed with the Securities and Exchange Commission on June 13, 1997
Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SRS LABS, INC.
(Exact name of issuer as specified in its charter)
Delaware 33-0714264
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2909 Daimler Street, Santa Ana, California 92705
(Address of principal executive offices) (Zip Code)
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SRS LABS, INC.
AMENDED AND RESTATED
1996 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
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Janet M. Biski
Vice President, Chief Financial Officer and Secretary
SRS Labs, Inc.
2909 Daimler Street
Santa Ana, California 92705
(Name and address of agent for service)
(714) 442-1070
(Telephone number, including area code, of agent for service)
Copies of all communications to:
John F. Della Grotta, Esq.
Paul, Hastings, Janofsky & Walker LLP
Seventeenth Floor
695 Town Center Drive
Costa Mesa, California 92626-1924
(714) 668-6200
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share(1) offering price(1) registration fee
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value 1,000,000 shares(2) $10.8125 $10,812,500 $3,277
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(1) In accordance with Rule 457(h)(1), the price of the securities has
been estimated pursuant to Rule 457(c) solely for the purpose of calculating the
registration fee, and the price listed is the average of the high and low prices
of the Registrant's Common Stock as reported on the NASDAQ National Market on
June 10, 1997 (a date within 5 business days prior to the date of filing this
Registration Statement).
(2) As presently constituted, plus such indeterminate number of shares
as may become subject to the SRS Labs, Inc. Amended and Restated 1996 Long-Term
Incentive Plan as a result of adjustment provisions set forth in such Plan and
agreements entered into pursuant thereto.
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STATEMENT UNDER GENERAL INSTRUCTION E.
REGISTRATION OF ADDITIONAL SECURITIES
The shares covered by this Registration Statement represent additional
shares of the Registrant's Common Stock that have become available for issuance
under the SRS Labs, Inc. 1996 Long-Term Incentive Plan (the "1996 Incentive
Plan") as a result of an amendment increasing the number of shares authorized
for issuance thereunder from 1,000,000 to 2,000,000, which amendment, among
other things, is reflected in the SRS Labs, Inc. Amended and Restated 1996
Long-Term Incentive Plan (the "Amended and Restated 1996 Plan"), which is
included as Exhibit 4.1 hereto. The Amended and Restated 1996 Plan supercedes
the 1996 Incentive Plan. Unless otherwise noted herein, the contents of the
Registrant's Form S-8 Registration Statement (File No. 333-18981) relating to
the 1996 Incentive Plan are incorporated by reference into this Registration
Statement.
PART II
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ITEM 8. EXHIBITS.
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4.1 SRS Labs, Inc. 1996 Amended and Restated
Long-Term Incentive Plan, previously filed as
Appendix A to the Company's definitive Proxy
Statement dated April 30, 1997, filed with the
U.S. Securities and Exchange Commission (the
"Commission") on April 30, 1997, which is
incorporated herein by reference.
4.2 Certificate of Incorporation of SRS Labs, Inc., a
Delaware corporation, certified by the Delaware
Secretary of State on June 27, 1996, previously
filed with the Commission as Exhibit 3.1 to the
Company's Registration Statement on Form SB-2,
Registration No. 333-4974-LA (the "Registration
Statement"), which is incorporated herein by
reference.
4.3 Bylaws of SRS Labs, Inc., a Delaware corporation,
as currently in effect, previously filed with the
Commission as Exhibit 3.2 to the Registration
Statement, which is incorporated herein by
reference.
5. Opinion (and consent) of Paul, Hastings, Janofsky
& Walker LLP regarding the legality of the
securities being registered hereunder.
23.1 Consent of Paul, Hastings, Janofsky & Walker LLP
(set forth as part of Exhibit 5 above).
23.2 Consent of Deloitte & Touche LLP, independent
auditors.
24. Power of Attorney (set forth on page 2).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Ana, State of California, on this 12th day of
June, 1997.
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
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas C.K. Yuen, Stephen V. Sedmak and
Janet M. Biski, and each of them singly, such person's true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for such person and in such person's name, place and stead, in any and all
capacities (including such person's capacity as a director and/or officer of SRS
Labs, Inc.), to sign any and all amendments to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the U.S. Securities and Exchange Commission, granting unto each
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that each said attorney-in-fact and
agent, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:
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Signature Title Date
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/s/ Thomas C.K. Yuen Chairman of the Board and Chief June 12, 1997
- --------------------------- Executive Officer and a Director
Thomas C.K. Yuen (Principal Executive Officer)
/s/ Stephen V. Sedmak President and Chief Operating June 12, 1997
- --------------------------- Officer and a Director
Stephen V. Sedmak
/s/ Janet M. Biski Vice President, Chief Financial June 12, 1997
- --------------------------- Officer and Secretary (Principal
Janet M. Biski Financial and Accounting Officer)
/s/ John AuYeung Director June 12, 1997
- ---------------------------
John AuYeung
Director
- ---------------------------
John Tu
/s/ Jeffrey I. Scheinrock Director June 12, 1997
- ---------------------------
Jeffrey I. Scheinrock
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INDEX TO EXHIBITS
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Exhibit
Number Description
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4.1 SRS Labs, Inc. Amended and Restated 1996 Long-Term
Incentive Plan, previously filed as Appendix A to the
Company's definite Proxy Statement dated April 30, 1997,
filed with the U.S. Securities and Exchange Commission (the
"Commission") on April 30, 1997, which is incorporated
herein by reference.
4.2 Certificate of Incorporation of SRS Labs, Inc., a Delaware
corporation, certified by the Delaware Secretary of State
on June 27, 1996, previously filed with the Commission as
Exhibit 3.1 to the Company's Registration Statement on Form
SB-2, Registration No. 333-4974-LA (the "Registration
Statement"), which is incorporated herein by reference.
4.3 Bylaws of SRS Labs, Inc., a Delaware corporation, as
currently in effect, previously filed with the Commission
as Exhibit 3.2 to the Registration Statement, which is
incorporated herein by reference.
5. Opinion (and consent) of Paul, Hastings, Janofsky & Walker
LLP regarding the legality of the securities being
registered hereunder.
23.1 Consent of Paul, Hastings, Janofsky & Walker LLP (set forth
as part of Exhibit 5 above).
23.2 Consent of Deloitte & Touche LLP, independent auditors.
24. Power of Attorney (set forth on page 2).
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EXHIBIT 5
LAW OFFICES OF
Paul, Hastings, Janofsky & Walker LLP
A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
695 TOWN CENTER DRIVE
COSTA MESA, CALIFORNIA 92626-1924
TELEPHONE (714) 668-6200
FACSIMILE (714) 979-1921
INTERNET www.phjw.com
June 12, 1997
(714) 668-6200
SRS Labs, Inc.
2909 Daimler Street
Santa Ana, California 92705
Re: SRS Labs, Inc. Amended and Restated
1996 Long-Term Incentive Plan
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Ladies and Gentlemen:
We have acted as counsel for SRS Labs, Inc., a Delaware
corporation (the "Company"), in connection with the SRS Labs, Inc. Amended and
Restated 1996 Long-Term Incentive Plan (the "Amended 1996 Plan"). We have
examined such documents, records, and matters of law as we have deemed necessary
for purposes of this opinion, and based thereupon we are of the opinion that the
shares of the Company's common stock, $.001 par value per share (the "Common
Stock"), which are to be registered under the Registration Statement
(hereinafter defined) and that may be issued and sold pursuant to the Amended
1996 Plan will be, when issued and sold in accordance with the Amended 1996
Plan, duly authorized, validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement on Form S-8 to be filed by the Company on or about
June 13, 1997, to effect registration of the shares of Common Stock to be issued
and sold pursuant to the Amended 1996 Plan under the Securities Act of 1933, as
amended (the "Registration Statement").
Very truly yours,
/s/ Paul, Hastings, Janofsky & Walker LLP
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of SRS Labs, Inc. pertaining to the SRS Labs, Inc. Amended and Restated
1996 Long-Term Incentive Plan, of our report dated January 31, 1997, appearing
in SRS Labs, Inc.'s Annual Report on Form 10-KSB for the year ended December 31,
1996.
/s/ Deloitte & Touche LLP
Costa Mesa, California
June 12, 1997
