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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.....)*
SRS LABS, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
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(Title of Class of Securities)
78464M106
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(CUSIP Number)
John F. Della Grotta, Esq.
Paul, Hastings, Janofsky & Walker LLP
695 Town Center Drive, 17th Floor
Costa Mesa, California 92626
(714) 668-6210
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 2, 1998(1)
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ] (1)
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
* 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).
(Footnotes set forth on Addendum to Schedule 13D herein.)
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SCHEDULE 13D
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CUSIP No. 78464M106 Page 2 of 12 Pages
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1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Thomrose Holdings (BVI) Limited
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OF 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH VIRGIN ISLANDS
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7 SOLE VOTING POWER
778,179 SHARES(2)
NUMBER -----------------------------------------------
OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED -0-
BY EACH ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 778,179 SHARES(2)
------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
778,179 SHARES
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
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(Footnotes set forth on Addendum to Schedule 13D herein.)
Page 2 of 12
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13 Percent of Class Represented by Amount in Row (11)
Approximately 6.8%, based on 11,485,262 shares of SRS Labs, Inc.'s
common stock reported as outstanding as of March 2, 1998;
approximately 6.7%, based on 11,688,893 shares of SRS Labs, Inc.'s
common stock reported as outstanding as of February 11, 1999.
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14 Type of Reporting Person (See Instructions)
CO
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Page 3 of 12
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SCHEDULE 13D
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CUSIP No. 78464M106 Page 4 of 12 Pages
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1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Thomas Wah Tong Wan
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OF 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
HONG KONG
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7 SOLE VOTING POWER
778,179 SHARES(2)
NUMBER -----------------------------------------------
OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED -0-
BY EACH ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 778,179 SHARES(2)
------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
778,179 SHARES
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
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(Footnotes set forth on Addendum to Schedule 13D herein.)
Page 4 of 12
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13 Percent of Class Represented by Amount in Row (11)
Approximately 6.8%, based on 11,485,262 shares of SRS Labs, Inc.'s
common stock reported as outstanding as of March 2, 1998;
approximately 6.7%, based on 11,688,893 shares of SRS Labs, Inc.'s
common stock reported as outstanding February 11, 1999.
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14 Type of Reporting Person (See Instructions)
IN
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(Footnotes set forth on Addendum to Schedule 13D herein.)
Page 5 of 12
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SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
(a) The name of the issuer of securities is SRS Labs, Inc., a Delaware
corporation (the "Issuer"). The address of the Issuer's principal
executive offices is 2909 Daimler Street, Santa Ana, California
92705.
(b) The class of equity securities to which this Statement relates is
common stock, par value $.001 per share ("SRS Common").
ITEM 2. IDENTITY AND BACKGROUND.
(a) Name of persons filing: Thomrose Holdings (BVI) Limited
("Thomrose") and Thomas Wah Tong Wan ("Mr. Wan"), as a group.
(b) Business address:
(i) THOMROSE. The address of Thomrose's principal business is:
Tropic Isle Building, P.O. Box 438, Road Town, Tortola,
British Virgin Islands.
(ii) MR. WAN. The business address of Mr. Wan is: c/o Valence
Technology Inc., Unit 413, 4th Floor, Hong Kong Industrial
Technology Centre, 72 Tat Chee Avenue, Kowloon Tong, Hong
Kong.
(c) Place of organization, principal business, address of principal
business/principal occupation, corporate address of employment:
(i) THOMROSE. Thomrose is a corporation organized under the laws
of the British Virgin Islands. Its principal business is a
holding company for the investment interests of Mr. Wan. Mr.
Wan is the only shareholder and director of Thomrose. The
address of Thomrose's principal business is Tropic Isle
Building, P.O. Box 438, Road Town, Tortola, British Virgin
Islands.
(ii) MR. WAN. Mr. Wan is the President and Chief Executive Officer
of Valence Technology Inc., a British Virgin Islands
corporation, and principal subsidiary of the Issuer
("Valence"). The principal business address of Valence is set
forth in the response to this Item 2, paragraph (b)(ii)
herein. Mr. Wan also holds the positions of Vice President
and a director of the Issuer.
(d) Five year history re: criminal proceedings: During the last five
years, neither Thomrose nor Mr. Wan has been convicted in a
criminal proceeding.
(e) Five year history re: civil proceedings: During the last five
years, neither Thomrose nor Mr. Wan has been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction which subjected either of them to a judgment, decree
or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) Citizenship: Mr. Wan is a Hong Kong citizen.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Thomrose acquired its shares of SRS Common in exchange for the shares of
Valence held by it, pursuant to a Stock Purchase Agreement dated as of February
24, 1998, by and among the Issuer, Valence, Thomrose, Rayfa (BVI) Limited, a
British Virgin Islands company, Cape Spencer International Limited, a British
Virgin Islands company, and Anki (BVI) Limited, a British Virgin Islands company
(the "Stock Purchase Agreement"). Pursuant to the Stock Purchase Agreement, on
March 2, 1998, the Issuer acquired 45% of the outstanding shares of the capital
stock of Valence and Thomrose received 778,179 shares of SRS Common and
$567,796.20 in cash. For purposes of the transaction, the fair market value of a
share of SRS Common ($7.2032) was established pursuant to a formula set forth in
the Stock Purchase Agreement. The Stock Purchase Agreement was part of a
transaction in which the Issuer acquired 100% if the capital stock of Valence.
ITEM 4. PURPOSE OF TRANSACTION.
The shares of SRS Common were acquired for investment in connection with
the Stock Purchase Agreement, described in Item 3 herein. The shares were not
acquired for the purpose of and do not, to the best of Thomrose's or Mr. Wan's
knowledge, have the effect of changing or influencing the control of the Issuer
and were not acquired in connection with, or as a participant in, any
transaction having such purpose or effect.
As a director of the Issuer, Mr. Wan is eligible to receive stock
options pursuant to the Issuer's Amended and Restated 1996 Long-Term Incentive
Plan, as amended (the "Plan"). On July 7, 1998, Mr. Wan was granted options to
purchase 250,000 shares of SRS Common under the Plan, which vest in four equal
annual installments commencing on July 7, 1999.
Except to the extent set forth in this Item 4, neither Thomrose nor Mr.
Wan had or has any present plans or proposals which relate to or would result in
any of the following (although such persons reserve the right to develop such
plans or proposals): (a) the acquisition by any person of securities of the
Issuer or the disposition of securities of the Issuer; (b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a
material amount of assets of the Issuer or any of its subsidiaries; (d) any
change in the present board of directors or management of the Issuer; (e) any
material change in the present capitalization or dividend policy of the Issuer;
(f) any other material change in the Issuer's business or corporate structure;
(g) changes in the Issuer's articles of incorporation, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person; (h) causing a class of securities of the
Issuer to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (i) a class of equity securities of the Issuer
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Act; or (j) any action similar to any of those enumerated in clauses (a)
- - (i) above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)(i) Amount beneficially owned:(2)
As of March 2, 1998
Thomrose 778,179
Mr. Wan 778,179
As of February 11, 1999
Thomrose 778,179
Mr. Wan 778,179
(Footnotes set forth on Addendum to Schedule 13D herein.)
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(a)(ii) Percent of class (based upon the number of shares of SRS Common
outstanding as of March 2, 1998 and February 11, 1999,
respectively):
As of March 2, 1998
Thomrose 6.8%
Mr. Wan 6.8%
As of February 11, 1999
Thomrose 6.7%
Mr. Wan 6.7%
(b) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote:(2)
As of March 2, 1998
Thomrose 778,179
Mr. Wan 778,179
As of February 11, 1999
Thomrose 778,179
Mr. Wan 778,179
(ii) Shared power to vote or to direct the vote:(2)
As of March 2, 1998
Thomrose 0
Mr. Wan 0
As of February 11, 1999
Thomrose 0
Mr. Wan 0
(iii) Sole power to dispose or to direct the disposition of:(2)
As of March 2, 1998
Thomrose 778,179
Mr. Wan 778,179
As of February 11, 1999
Thomrose 778,179
Mr. Wan 778,179
(Footnotes set forth on Addendum to Schedule 13D herein.)
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(iv) Shared power to dispose or to direct the disposition of:(2)
As of March 2, 1998
Thomrose 0
Mr. Wan 0
As of February 11, 1999
Thomrose 0
Mr. Wan 0
(c) Transactions effected in the Issuer's securities by Thomrose or Mr.
Wan within the past 60 days. Relating to March 2, 1998: None.
Transactions effected in the Issuer's securities by Thomrose or Mr.
Wan within the past 60 days from February 11, 1999: None. On July
7, 1998, the Issuer granted to Mr. Wan an incentive and a
non-qualified stock option to purchase in the aggregate 250,000
shares of SRS Common pursuant to the Issuer's 1996 Amended and
Restated Incentive Plan, as amended.
(d) Other persons (other than Thomrose or Mr. Wan) having the right to
receive or the power to direct the receipt of dividends: None
(e) Date ceased to be a beneficial owner of more than 5% of the class
of securities: N/A.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS WITH RESPECT TO SECURITIES OF
THE ISSUER.
Other than customary testamentary provisions, the fact that Mr. Wan is
the sole shareholder and director of Thomrose, and the employee stock options
granted to Mr. Wan on July 7, 1998 which are described in Item 4 herein, no such
contracts or arrangements exist.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Joint Filing Agreement dated February 16, 1999.
(b) Stock Purchase Agreement dated as of February 24, 1998, by and
among SRS Labs, Inc., a Delaware corporation (the "Issuer"),
Valence Technology, Inc., a British Virgin Islands company,
Thomrose Holdings (BVI) Limited, a British Virgin Islands company,
Rayfa (BVI) Limited, a British Virgin Islands company, Cape Spencer
International Limted, a British Virgin Islands company, and Anki
(BVI) Limited, a British Virgin Islands company, previously filed
with the U.S. Securities and Exchange Commission (the "Commission")
as Exhibit 2.1 to the Issuer's Current Report on Form 8-K filed
with the Commission on March 13, 1998, which is incorporated herein
by reference.
(Footnotes set forth on Addendum to Schedule 13D herein.)
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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: February 16, 1999 THOMROSE HOLDINGS (BVI) LIMITED, a
British Virgin Islands Company
By: /s/ THOMAS WAH TONG WAN
-------------------------------
Thomas Wah Tong Wan
/s/ THOMAS WAH TONG WAN
-----------------------------------
Thomas Wah Tong Wan
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ADDENDUM TO SCHEDULE 13D
ISSUER: SRS LABS, INC.
REPORTING PERSONS: THOMROSE HOLDINGS (BVI) LIMITED AND THOMAS WAH TONG WAN
(The contents of this Addendum are part of this
Statement on Schedule 13D filed by the Reporting Persons
referenced above and are incorporated by reference herein
at such point which corresponds to the appropriate footnote.)
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Footnotes to Schedule 13D
(1) This Statement on Schedule 13D (this "Statement") is filed by Thomrose
Holdings (BVI) Limited ("Thomrose") and Thomas Wah Tong Wan ("Mr. Wan") as a
group. On March 12, 1998, Thomrose and Mr. Wan filed as a group a statement
on Schedule 13G with respect to the 778,179 shares of common stock of SRS
Labs, Inc. (the "Company") acquired by Thomrose on March 2, 1998. Such
filing was made pursuant to the advice of Company counsel. In connection
with evaluating whether an amendment to such 13G was required, such counsel
recently advised Thomrose and Mr. Wan that the staff of the U.S. Securities
and Exchange Commission (the "Staff") had recently articulated its position
that under the new Regulation D-G, the better approach would be for
directors and executive officers of an issuer to file, if applicable, a
Schedule 13D as opposed to a Schedule 13G pursuant to Rule 13d-1(c),
regardless of whether it is arguable a Schedule 13G may also apply. After
discussing the matter with, and upon the advice of, Company's counsel,
Thomrose and Mr. Wan are filing this Schedule 13D as a group to comply with
the recently articulated Staff position.
(2) The shares are owned of record by Thomrose. Mr. Wan is the sole shareholder
and director of Thomrose. In such capacities, Mr. Wan is able to direct the
voting and/or the disposition of the shares.
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Ex - 7(a)
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CUSIP No. 78464M106 Page 12 of 12
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JOINT FILING AGREEMENT
THIS AGREEMENT is dated as of February 16, 1999 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 13D with respect to SRS Labs, Inc. to which this
Agreement is attached as Exhibit 7(a) (the "Schedule 13D") is filed
on behalf of each of the parties hereto.
2. Each of the parties hereto is eligible to use the Schedule 13D.
3. Each of the parties hereto is responsible for the timely filing of
the Schedule 13D and any amendments thereto, and for the completeness
and accuracy of the information concerning such person or entity
contained in the Schedule 13D; 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 13D, 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
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