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As filed with the Securities and Exchange Commission on September 19, 2000
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SRS LABS, INC.
(Exact name of registrant as specified in its charter)
Delaware 33-0714264
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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,
AS AMENDED
(Full title of the plan)
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John AuYeung
Executive Vice President, Chief Operating Officer,
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
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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
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<S> <C> <C> <C> <C>
Common Stock, $.001 par value 2,500,000 shares(2) $8.50 $21,250,000 $5,610
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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 September 14, 2000 (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.
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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. 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 4,500,000 to 7,000,000, 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. 333-63493) 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 26, 2000 of SRS Labs, Inc., a Delaware
corporation (the "Company"), filed with the U.S. Securities and
Exchange Commission (the "Commission") on April 26, 2000, 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, specifically included in Amendment No. 1 to
such Registration Statement filed with the Commission on July 3,
1996, Registration No. 333-4974-LA, which is incorporated herein by
reference.
4.3 Bylaws of the Company, previously filed with the Commission as
Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the
period ended September 30, 1999, filed with the Commission on
November 12, 1999, 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 September 18,
2000.
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 and John AuYeung 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> <C> <C>
/s/ THOMAS C.K. YUEN Chairman of the Board and Chief September 18, 2000
------------------------------ Executive Officer and a Director
Thomas C.K. Yuen (Principal Executive Officer)
/s/ JOHN AU YEUNG Executive Vice President, Chief September 18, 2000
------------------------------ Operating Officer, Chief Financial
John Au Yeung Officer, Treasurer and Secretary
(Principal Financial and Accounting
Officer) and a Director
/s/ ROBERT PFANNKUCH Director September 18, 2000
------------------------------
Robert Pfannkuch
/s/ JEFFREY I. SCHEINROCK Director September 18, 2000
------------------------------
Jeffrey I. Scheinrock
/s/ STEPHEN V. SEDMAK Director September 18, 2000
------------------------------
Stephen V. Sedmak
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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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 26, 2000 of SRS Labs, Inc., a Delaware
corporation (the "Company"), filed with the U.S. Securities and
Exchange Commission (the "Commission") on April 26, 2000, 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, specifically included in Amendment No. 1 to
such Registration Statement filed with the Commission on July 3,
1996, Registration No. 333-4974-LA, which is incorporated herein by
reference.
4.3 Bylaws of the Company, previously filed with the Commission as
Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the
period ended September 30, 1999, filed with the Commission on
November 12, 1999, 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).
