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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
SRS LABS, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.001
(Title of Class of Securities)
78464M106
(CUSIP Number)
March 2, 1998
(Date of Event Which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
- ------------------
* 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).
(Continued on following pages)
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CUSIP No. 78464M106 13G Page 2 of 8
1. NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSON: Thomrose Holdings (BVI) Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a [X]
b [ ]
3. SEC USE ONLY _______________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION: British Virgin Islands
NUMBER OF 5. SOLE VOTING POWER: 778,179
SHARES
BENEFICIALLY 6. SHARED VOTING POWER: 0
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER: 778,179
REPORTING
PERSON 8. SHARED DISPOSITIVE POWER: 0
WITH
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 778,179
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 6.775%,
based on 11,485,262 shares of Common Stock reported as outstanding as of
March 2, 1998.
12. TYPE OF REPORTING PERSON: CO.
* See Instructions before filling out.
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CUSIP No. 78464M106 13G Page 3 of 8
1. NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSON: Thomas Wah Tong Wan
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a [X]
b [ ]
3. SEC USE ONLY _______________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Hong Kong
NUMBER OF 5. SOLE VOTING POWER: 778,179**
SHARES
BENEFICIALLY 6. SHARED VOTING POWER: 0
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER: 778,179**
REPORTING
PERSON 8. SHARED DISPOSITIVE POWER: 0
WITH
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 778,179
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 6.775%,
based on 11,485,262 shares of Common Stock reported as outstanding as of
March 2, 1998.
12. TYPE OF REPORTING PERSON: IN.
* See Instructions before filling out.
** Thomas Wah Tong Wan is the sole shareholder and director of Thomrose Holdings
(BVI) Limited. In such capacities, Mr. Wan is able to direct the vote and
dispose of the shares of the Issuer's common stock which are reported herein.
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CUSIP No. 78464M106 13G Page 4 of 8
SCHEDULE 13G
Item 1(a). Name of Issuer.
SRS Labs, Inc. (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices:
The address of the Issuer is 2909 Daimler Street, Santa Ana,
California, 92705.
Item 2(a). Name of Person Filing:
Thomrose Holdings (BVI) Limited and Thomas Wah Tong Wan.
Item 2(b). Address of Principal Business Office or, if none, Residence:
The address of the principal office of Thomrose Holdings (BVI)
Limited is Tropic Isle Building, P.O. Box 438, Road Town,
Tortola, British Virgin Islands.
The address of the principal office of Thomas Wah Tong Wan is c/o
Valence Technology Inc., Unit 413, 4th Floor, Hong Kong
Industrial Technology Centre, 72 Tat Chee Avenue, Kowloon Tong,
Hong Kong.
Item 2(c). Citizenship:
Thomrose Holdings (BVI) Limited is a British Virgin Islands
corporation. Thomas Wah Tong Wan is a citizen of Hong Kong.
Item 2(d). Title of Class of Securities:
Common Stock, par value $.001 per share.
Item 2(e). CUSIP Number:
78464M106
Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act
(15 U.S.C.78o);
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c);
(c) [ ] Insurance company as defined in section 3(a)(19) of the
Act (15 U.S.C. 78c);
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CUSIP No. 78464M106 13G Page 5 of 8
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) [ ] An investment adviser in accordance with ss.
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with ss. 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with ss. 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section
3(b) of the Federal Deposit Insurance Act (12
U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with ss. 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to ss. 240.13d-1(c), check
this box [X].
Item 4. Ownership.
(a) Amount Beneficially Owned:
Thomrose Holdings (BVI) Limited 778,179
Thomas Wah Tong Wan 778,179
(b) Percent of Class:
Thomrose Holdings (BVI) Limited 6.775%
Thomas Wah Tong Wan 6.775%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
Thomrose Holdings (BVI) Limited 778,179
Thomas Wah Tong Wan 778,179
(ii) Shared power to vote or to direct the vote:
Thomrose Holdings (BVI) Limited 0
Thomas Wah Tong Wan 0
(iii) Sole power to dispose or to direct the disposition
of:
Thomrose Holdings (BVI) Limited 778,179
Thomas Wah Tong Wan 778,179
(iv) Shared power to dispose or to direct the disposition
of:
Thomrose Holdings (BVI) Limited 0
Thomas Wah Tong Wan 0
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CUSIP No. 78464M106 13G Page 6 of 8
Thomas Wah Tong Wan is the sole shareholder and director of
Thomrose Holdings (BVI) Limited. In such capacities, Mr. Wan is
able to direct the vote and dispose of the shares of the Issuer's
common stock which are reported herein.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following. [ ]
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Thomas Wah Tong Wan is the sole shareholder and director of
Thomrose Holdings (BVI) Limited. In such capacities, Mr. Wan is
able to direct the receipt of dividends from, or the proceeds
from the sale of, the Issuer's common stock which are reported
herein.
Item 7. Identification and Classification of the Subsidiary which
Acquired the Security Being Reported on by the Parent Holding
Company.
Inapplicable.
Item 8. Identification and Classification of Members of the Group.
This filing is made on behalf of Thomrose Holdings (BVI) Limited
and Thomas Wah Tong Wan as members of a group.
Item 9. Notice of Dissolution of Group.
Inapplicable.
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
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CUSIP No. 78464M106 13G Page 7 of 8
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.
Dated: March 12, 1998
THOMROSE HOLDINGS (BVI) LIMITED
By: /s/ THOMAS WAH TONG WAN
--------------------------------
Name: Thomas Wah Tong Wan
Title: Director
/s/ THOMAS WAH TONG WAN
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Thomas Wah Tong Wan
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CUSIP No. 78464M106 13G Page 8 of 8
EXHIBIT "A"
AGREEMENT
THIS AGREEMENT is dated as of March 12, 1998 between Thomrose Holdings
(BVI) Limited and Thomas Wah Tong Wan.
WHEREAS, pursuant to Rule 240.13d-1(k) promulgated under Section 13(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the
parties hereto have decided to satisfy their filing obligations under the
Exchange Act by a single joint filing;
NOW THEREFORE, the parties hereto agree as follows:
1. The Schedule 13G with respect to SRS Labs, Inc. to which this
Agreement is attached as Exhibit "A" (the "Schedule 13G") is filed on behalf of
each of the parties hereto.
2. Each of the parties hereto is eligible to use the Schedule 13G.
3. Each of the parties hereto is responsible for the timely filing of
the Schedule 13G and any amendments thereto, and for the completeness and
accuracy of the information concerning such person or entity contained in the
Schedule 13G; provided that each person or entity is not responsible for the
completeness or accuracy of the information concerning any other person making
such filing contained in the Schedule 13G, unless such person or entity knows or
has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
THOMROSE HOLDINGS (BVI) LIMITED
By: /s/ THOMAS WAH TONG WAN
--------------------------------
Name: Thomas Wah Tong Wan
Title: Director
/s/ THOMAS WAH TONG WAN
------------------------------------
Thomas Wah Tong Wan
