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As filed with the Securities and Exchange Commission on September 8, 1997
Registration No. 333-18981
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
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) 668-6210
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to Form S-8 Registration Statement is being
filed in connection with certain amendments to the SRS Labs, Inc. 1996
Long-Term Incentive Plan (the "1996 Incentive Plan"), which amendments are
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 supersedes 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 Post-Effective Amendment No. 1 to
Form S-8 Registration Statement.
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PART II
ITEM 8. EXHIBITS.
4.1 SRS Labs, Inc. Amended and Restated 1996 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 number 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 (filed previously).
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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
Post-Effective Amendment No. 1 to 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 8th day of September, 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
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities and on the date indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Thomas C.K. Yuen Chairman of the Board and Chief September 8, 1997
- ------------------------------ Executive Officer and a Director
Thomas C.K. Yuen (Principal Executive Officer)
* President and Chief Operating
- ------------------------------ Officer and a Director
Stephen V. Sedmak
* Vice President, Chief Financial
- ------------------------------ Officer and Secretary (Principal
Janet M. Biski Financial and Accounting Officer)
* Director
- ------------------------------
John AuYeung
* Director
- ------------------------------
John Tu
* Director
- ------------------------------
Jeffrey I. Scheinrock
*By: /s/ Thomas C. K. Yuen
-------------------------- September 8, 1997
Thomas C. K. Yuen
as Attorney-in-Fact
</TABLE>
2
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INDEX TO EXHIBITS
Exhibit
Number Description
- ------ -----------
4.1 SRS Labs, Inc. Amended and Restated 1996 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 number 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 (filed previously).
3
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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
September 8, 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
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"), 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 Post-Effective Amendment No. 1 to Registration Statement on Form S-8 to
be filed by the Company on or about September 8, 1997, to amend the
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.
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 the Post-Effective Amendment No.
1 to Registration Statement No. 333-18981 of SRS Labs, Inc. on Form S-8
pertaining to the SRS Labs, Inc. Amended and Restated 1996 Long-Term Incentive
Plan, of our report dated January 31, 1997 appearing in the Annual Report on
Form 10-KSB of SRS Labs, Inc. for the year ended December 31, 1996.
/s/ Deloitte & Touche LLP
Costa Mesa, California
September 4, 1997
