<PAGE> 1
As filed with the Securities and Exchange Commission on September 16, 1998
Registration No. 333-
================================================================================
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 registrant 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)
--------------------
SRS LABS, INC.
AMENDED AND RESTATED
1996 LONG-TERM INCENTIVE PLAN,
AS AMENDED
(Full title of the plan)
--------------------
Janet M. Biski
Vice President, Chief Financial Officer, Treasurer and Secretary
SRS Labs, Inc.
2909 Daimler Street
Santa Ana, California 92705
(Name and address of agent for service)
(949) 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
--------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================================
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 2,500,000 shares(2) $4.875 $12,187,500 $3,596
==========================================================================================================================
</TABLE>
(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
September 11, 1998 (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 amended, as a result of adjustment provisions set forth in
such Plan and agreements entered into pursuant thereto.
================================================================================
<PAGE> 2
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. Amended and Restated 1996 Long-Term Incentive Plan (the
"Incentive Plan") as a result of an amendment increasing the number of shares
authorized for issuance thereunder from 2,000,000 to 4,500,000, which amendment,
among other things, is reflected in the SRS Labs, Inc. Amended and Restated 1996
Long-Term Incentive Plan, as amended (the "Amended Incentive Plan"), which is
included as Exhibit 4.1 hereto. The Amended Incentive Plan supersedes the
Incentive Plan. Unless otherwise noted herein, the contents of the Registrant's
Form S-8 Registration Statement (File No. 333-29153) relating to the Amended
Incentive Plan are incorporated by reference into this Registration Statement.
PART II
ITEM 8. EXHIBITS.
4.1 SRS Labs, Inc. Amended and Restated 1996 Long-Term Incentive Plan, as
amended, previously filed as Appendix A to the definitive Proxy
Statement dated April 30, 1998 of SRS Labs, Inc., a Delaware
corporation (the "Company"), filed with the U.S. Securities and
Exchange Commission (the "Commission") on April 30, 1998, which is
incorporated herein by reference.
4.2 Certificate of Incorporation of the Company, 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 the Company, 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).
1
<PAGE> 3
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 15th day of
September, 1998.
SRS LABS, INC.
By: /s/ Thomas C.K. Yuen
----------------------------------
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, Janet M. Biski and
Edward J. Treska 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:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Thomas C.K. Yuen Chairman of the Board and Chief September 15, 1998
- ----------------------------------- Executive Officer and a Director
Thomas C.K. Yuen (Principal Executive Officer)
/s/ John AuYeung Executive Vice President and a September 15, 1998
- ----------------------------------- Director
John AuYeung
/s/ Janet M. Biski Vice President, Chief Financial September 15, 1998
- ----------------------------------- Officer, Treasurer and Secretary
Janet M. Biski (Principal Financial and
Accounting Officer)
/s/ Thomas W.T. Wan Vice President and a Director September 15, 1998
- -----------------------------------
Thomas W.T. Wan
/s/ Robert Pfannkuch Director September 15, 1998
- -----------------------------------
Robert Pfannkuch
/s/ Jeffrey I. Scheinrock Director September 15, 1998
- -----------------------------------
Jeffrey I. Scheinrock
/s/ Stephen V. Sedmak Director September 15, 1998
- -----------------------------------
Stephen V. Sedmak
/s/ John Tu Director September 15, 1998
- -----------------------------------
John Tu
</TABLE>
2
<PAGE> 4
INDEX TO EXHIBITS
Exhibit
Number Description
------- -----------
4.1 SRS Labs, Inc. Amended and Restated 1996 Long-Term Incentive
Plan, as amended, previously filed as Appendix A to the definite
Proxy Statement dated April 30, 1998 of SRS Labs, Inc., a
Delaware corporation (the "Company"), filed with the U.S.
Securities and Exchange Commission (the "Commission") on April
30, 1998, which is incorporated herein by reference.
4.2 Certificate of Incorporation of the Company, 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 the Company, 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).
3
<PAGE> 1
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 15, 1998
(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, as amended
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, as amended (the "Amended 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 when issued and sold in accordance with the Amended
Plan will be 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
September 16, 1998, to effect registration of the shares of Common Stock to be
issued and sold pursuant to the Amended Plan under the Securities Act of 1933,
as amended (the "Registration Statement").
Very truly yours,
/s/ Paul, Hastings, Janofsky & Walker LLP
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
SRS Labs, Inc. pertaining to the SRS Labs, Inc. Amended and Restated 1996
Long-Term Incentive Plan, as amended, on Form S-8 of our report dated February
6, 1998 (March 4, 1998, as to Note 10), appearing in the Annual Report on Form
10-KSB of SRS Labs, Inc. for the fiscal year ended December 31, 1997.
/s/ Deloitte & Touche LLP
Costa Mesa, California
September 14, 1998
