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As filed with the Securities and Exchange Commission on May 10, 2000
Registration No. 333-_______
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UNITED STATES
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 NONEMPLOYEE DIRECTORS'
STOCK OPTION PLAN
(Full title of the plan)
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
695 Town Center Drive
Seventeenth Floor
Costa Mesa, California 92626-1924
(714) 668-6200
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
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value 130,000 shares(2) $13.625 $1,771,250 $467.61
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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
May 5, 2000 (a date within five 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 Amended and Restated SRS Labs, Inc. 1996 Nonemployee
Directors Stock Option Plan, 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, par value $.001 per share ("Common
Stock"), that have become available for issuance under the SRS Labs, Inc.
Amended and Restated 1996 Nonemployee Directors' Stock Option Plan (the "Amended
and Restated Plan") as a result of amendments in the form of an amendment and
restatement of the SRS Labs, Inc. 1996 Nonemployee Directors' Stock Option Plan
(the "Original 1996 Plan"). Among the amendments adopted was an increase in the
number of shares of Common Stock authorized for issuance thereunder from 120,000
to 250,000. The Amended and Restated Plan is included as Exhibit 4.1 hereto and
supersedes the Original 1996 Plan. Unless otherwise noted herein, the contents
of the Registrant's Form S-8 Registration Statement (File No. 333-18983)
relating to the Original 1996 Plan are incorporated by reference into this
Registration Statement.
PART II
ITEM 8. EXHIBITS.
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4.1 SRS Labs, Inc. Amended and Restated 1996 Nonemployee Directors'
Stock Option Plan, previously filed as Appendix A to the
definitive Proxy Statement dated April 29, 1999, of SRS Labs,
Inc., a Delaware corporation (the "Company"), filed with the U.S.
Securities and Exchange Commission (the "Commission") on April
29, 1999, 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 Deloitte & Touche LLP, independent auditors.
23.2 Consent of Paul, Hastings, Janofsky & Walker LLP (set forth as
part of Exhibit 5 above).
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 May 9, 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 May 9, 2000
- ------------------------------- Executive Officer and a Director
Thomas C.K. Yuen (Principal Executive Officer)
/s/ John AuYeung Executive Vice President, Chief May 9, 2000
- ------------------------------- Operating Officer, Chief Financial
John AuYeung Officer, Treasurer and Secretary,
and a Director (Principal Financial
Officer)
/s/ Desmond Allen Corporate Controller (Principal May 9, 2000
- ------------------------------- Accounting Officer)
Desmond Allen
Vice President and a Director May , 2000
- -------------------------------
Thomas W.T. Wan
/s/ Robert B. Pfannkuch Director May 9, 2000
- -------------------------------
Robert B. Pfannkuch
/s/ Jeffrey I. Scheinrock Director May 9, 2000
- -------------------------------
Jeffrey I. Scheinrock
/s/ Stephen V. Sedmak Director May 9, 2000
- -------------------------------
Stephen V. Sedmak
/s/ John Tu Director May 9, 2000
- -------------------------------
John Tu
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INDEX TO EXHIBITS
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Exhibit
Number Description
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4.1 SRS Labs, Inc. Amended and Restated 1996 Nonemployee Directors'
Stock Option Plan, as amended, previously filed as Appendix A to
the definitive Proxy Statement dated April 29, 1999, of SRS Labs,
Inc., a Delaware corporation (the "Company"), filed with the U.S.
Securities and Exchange Commission (the "Commission") on April
29, 1999, 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 Deloitte & Touche LLP, independent auditors.
23.2 Consent of Paul, Hastings, Janofsky & Walker LLP (set forth as
part of Exhibit 5 above).
24 Power of Attorney (set forth on page 2).
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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
May 9, 2000
(714) 668-6200
SRS Labs, Inc.
2909 Daimler Street
Santa Ana, California 92705
Re: SRS Labs, Inc. Amended and Restated
1996 Nonemployee Directors' Stock Option 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
Nonemployee Directors' Stock Option Plan (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 that may be issued and sold pursuant to the Amended
Plan will be, when issued and sold in accordance with the Amended Plan, 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 May 9,
2000, 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
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EXHIBIT 23.1
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
Nonemployee Directors' Stock Option Plan on Form S-8 of our report dated March
3, 2000 (March 9, 2000, as to Note 13), appearing in the Annual Report on Form
10-K of SRS Labs, Inc. for the year ended December 31, 1999.
/s/ Deloitte & Touche LLP
Costa Mesa, California
May 8, 2000
