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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
SRS LABS, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.001
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(Title of Class of Securities)
78464M106
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(CUSIP Number)
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)
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* 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 the disclosures provided in a prior cover page.
The information required in 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).
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CUSIP No. 78464M106 13G Page 2 of 8 Pages
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1 NAME OF REPORTING PERSON/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Rayfa (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 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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NUMBER OF 5 SOLE VOTING POWER
SHARES 709,760
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BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
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EACH 7 SOLE DISPOSITIVE POWER
REPORTING 709,760
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PERSON 8 SHARED DISPOSITIVE POWER
WITH 0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
709,760
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.0% (based on 11,890,691 shares of SRS Labs, Inc.'s common stock
outstanding as of December 31, 1999.)
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12 TYPE OF REPORTING PERSON
CO
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* See Instructions before filling out.
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CUSIP No. 78464M106 13G Page 3 of 8 Pages
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1 NAME OF REPORTING PERSON/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Choi Yat Ming
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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 CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong
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NUMBER OF 5 SOLE VOTING POWER
SHARES 784,760
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BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
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EACH 7 SOLE DISPOSITIVE POWER
REPORTING 784,760
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PERSON 8 SHARED DISPOSITIVE POWER
WITH 0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
784,760
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.6% (based on 11,890,691 shares of SRS Labs, Inc.'s common stock
outstanding as of December 21, 1999, and treating as outstanding 75,000
shares issuable to Mr. Choi upon exercise of stock options that vest on or
before March 1, 2000).
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12 TYPE OF REPORTING PERSON (See Instructions)
IN
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* See Instructions before filling out.
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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:
2909 Daimler Street, Santa Ana, California, 92705.
Item 2(a). Name of Persons Filing:
Rayfa (BVI) Limited and Choi Yat Ming.
Item 2(b). Address of Principal Business Office or, if none, Residence:
The address of the principal office of Rayfa (BVI) Limited is
Tropic Isle Building, P.O. Box 438, Road Town, Tortola,
British Virgin Islands.
The address of the principal office of Choi Yat Ming 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:
Rayfa (BVI) Limited is a British Virgin Islands corporation.
Choi Yat Ming is a citizen of Hong Kong.
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
78464M 10 6
Item 3. If this statement is filed pursuant to section 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);
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8);
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CUSIP No. 78464M106 13G Page 5 of 8
(e) [ ] An investment adviser in accordance with section
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with section 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with section 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 section
240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to section 240.13d-1(c),
check this box [X].
Item 4. Ownership.
(a) Amount Beneficially Owned:
Rayfa (BVI) Limited 709,760
Choi Yat Ming 784,760
(b) Percent of Class:
Rayfa (BVI) Limited 6.0%
Choi Yat Ming 6.6%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
Rayfa (BVI) Limited 709,760
Choi Yat Ming 784,760
(ii) Shared power to vote or to direct the vote:
Rayfa (BVI) Limited 0
Choi Yat Ming 0
(iii) Sole power to dispose or to direct the disposition
of:
Rayfa (BVI) Limited 709,760
Choi Yat Ming 784,760
(iv) Shared power to dispose or to direct the disposition
of:
Rayfa (BVI) Limited 0
Choi Yat Ming 0
Choi Yat Ming is the sole shareholder and director of Rayfa
(BVI) Limited. In such capacities, Mr. Choi 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 6 of 8
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.
Choi Yat Ming is the sole shareholder and director of Rayfa
(BVI) Limited. In such capacities, Mr. Choi 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 Rayfa (BVI) Limited and Choi
Yat Ming 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: February 11, 2000
RAYFA (BVI) LIMITED
By: /s/ CHOI YAT MING
--------------------------------
Name: Choi Yat Ming
Title: Director
/s/ CHOI YAT MING
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Choi Yat Ming
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CUSIP No. 78464M106 13G Page 8 of 8
EXHIBIT "A"
AGREEMENT
THIS AGREEMENT is dated as of February 11, 2000 between Rayfa (BVI)
Limited and Choi Yat Ming.
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 Amendment No. 2 to 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.
RAYFA (BVI) LIMITED
By: /s/ CHOI YAT MING
--------------------------------
Name: Choi Yat Ming
Title: Director
/s/ CHOI YAT MING
------------------------------------
Choi Yat Ming
