-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N6HqD+PbAqplbIAixARyU3blHV9zsA1K4oJWAFRNH9vdsW/q/WekGGNMZcqDQiCM VtjBmFIDsL1ki27nkXnBkw== 0000921530-06-000247.txt : 20060316 0000921530-06-000247.hdr.sgml : 20060316 20060316163849 ACCESSION NUMBER: 0000921530-06-000247 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060316 DATE AS OF CHANGE: 20060316 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SRS LABS INC CENTRAL INDEX KEY: 0001016470 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 330714264 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-49103 FILM NUMBER: 06692452 BUSINESS ADDRESS: STREET 1: 2909 DAIMIER ST CITY: SANTA ANA STATE: CA ZIP: 92705 BUSINESS PHONE: 9494421070 MAIL ADDRESS: STREET 1: 2909 DAIMLER ST CITY: SANTA ANA STATE: CA ZIP: 92705 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SANDLER CAPITAL MANAGEMENT CENTRAL INDEX KEY: 0001000742 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 112792496 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 711 FIFTH AVENUE STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127548100 MAIL ADDRESS: STREET 1: 711 FIFTH AVENUE STREET 2: 15TH FL CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 srslabs_13g-031606.txt SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) SRS LABS, INC. (SRSL) - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 78464M 10 6 - -------------------------------------------------------------------------------- (CUSIP Number) October 3, 2005 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) 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) SCHEDULE 13G CUSIP No. 786464M 10 6 Page 2 of 16 Pages 1 Name of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) Sandler Capital Management 2 Check the Appropriate Box if a Member of a Group (See Instructions) a. [ ] b. [ ] 3 SEC Use Only 4 Citizenship or Place of Organization New York Number of 5 Sole Voting Power Shares 0 Beneficially Shared Voting Power Owned By 6 1,021,599 Each Sole Dispositive Power Reporting 7 0 Person Shared Dispositive Power With 8 1,021,599 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,021,599 shares of Common Stock 10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 6.86% 12 Type of Reporting Person (See Instructions) PN SCHEDULE 13G CUSIP No. 786464M 10 6 Page 3 of 16 Pages 1 Name of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) Sandler Associates 2 Check the Appropriate Box if a Member of a Group (See Instructions) a. [ ] b. [ ] 3 SEC Use Only 4 Citizenship or Place of Organization New York Number of 5 Sole Voting Power Shares 484,200 Beneficially Shared Voting Power Owned By 6 0 Each Sole Dispositive Power Reporting 7 484,200 Person Shared Dispositive Power With 8 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 484,200 shares of Common Stock 10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 3.25% 12 Type of Reporting Person (See Instructions) PN SCHEDULE 13G CUSIP No. 786464M 10 6 Page 4 of 16 Pages 1 Name of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) Sandler Associates II, L.P. 2 Check the Appropriate Box if a Member of a Group (See Instructions) a. [ ] b. [ ] 3 SEC Use Only 4 Citizenship or Place of Organization New York Number of 5 Sole Voting Power Shares 23,600 Beneficially Shared Voting Power Owned By 6 0 Each Sole Dispositive Power Reporting 7 23,600 Person Shared Dispositive Power With 8 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 23,600 shares of Common Stock 10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 0.16% 12 Type of Reporting Person (See Instructions) PN SCHEDULE 13G CUSIP No. 786464M 10 6 Page 5 of 16 Pages 1 Name of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) Sandler Offshore Fund, Inc. 2 Check the Appropriate Box if a Member of a Group (See Instructions) a. [ ] b. [ ] 3 SEC Use Only 4 Citizenship or Place of Organization British Virgin Islands Number of 5 Sole Voting Power Shares 289,419 Beneficially Shared Voting Power Owned By 6 0 Each Sole Dispositive Power Reporting 7 289,419 Person Shared Dispositive Power With 8 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 289,419 shares of Common Stock 10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 1.94% 12 Type of Reporting Person (See Instructions) CO SCHEDULE 13G CUSIP No. 786464M 10 6 Page 6 of 16 Pages 1 Name of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) Sandler Plus Master Fund, Ltd. 2 Check the Appropriate Box if a Member of a Group (See Instructions) a. [ ] b. [ ] 3 SEC Use Only 4 Citizenship or Place of Organization Cayman Islands Number of 5 Sole Voting Power Shares 173,800 Beneficially Shared Voting Power Owned By 6 0 Each Sole Dispositive Power Reporting 7 173,800 Person Shared Dispositive Power With 8 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 173,800 shares of Common Stock 10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 1.17% 12 Type of Reporting Person (See Instructions) CO SCHEDULE 13G CUSIP No. 786464M 10 6 Page 7 of 16 Pages 1 Name of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) Andrew Sandler 2 Check the Appropriate Box if a Member of a Group (See Instructions) a. [ ] b. [ ] 3 SEC Use Only 4 Citizenship or Place of Organization United States Number of 5 Sole Voting Power Shares 0 Beneficially Shared Voting Power Owned By 6 1,021,599 Each Sole Dispositive Power Reporting 7 0 Person Shared Dispositive Power With 8 1,021,599 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,021,599 shares of Common Stock 10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 6.86% 12 Type of Reporting Person (See Instructions) IN SCHEDULE 13G CUSIP No. 786464M 10 6 Page 8 of 16 Pages Item 1. (a) Name of Issuer: SRS LABS, INC. (b) Address of Issuer's Principal Executive Offices: 2909 Daimler Street Santa Ana, California 92705 Item 2. 1. (a) Name of Person Filing: Sandler Capital Management (b) Address of Principal Business Office, or, if none, Residence: 711 Fifth Avenue New York, New York 10022 (c) Citizenship or Place of Organization: Sandler Capital Management is a registered investment adviser and general partnership organized under the laws of the State of New York. (d) Title of Class of Securities: Common Stock, $0.001 par value (e) CUSIP Number: 78464M 10 6 2. (a) Name of Person Filing: Sandler Associates ("Sandler Associates") (b) Address of Principal Business Office, or, if none, Residence: 711 Fifth Avenue New York, New York 10022 (c) Citizenship or Place of Organization: Sandler Associates is a limited partnership organized under the laws of the State of New York. (d) Title of Class of Securities: Common Stock, $0.001 par value (e) CUSIP Number: 78464M 10 6 3. (a) Name of Person Filing: Sandler Associates II, L.P. ("Sandler Associates II") SCHEDULE 13G CUSIP No. 786464M 10 6 Page 9 of 16 Pages (b) Address of Principal Business Office, or, if none, Residence: 711 Fifth Avenue New York, New York 10022 (c) Citizenship or Place of Organization: Sandler Associates II is a limited partnership organized under the laws of the State of New York. (d) Title of Class of Securities: Common Stock, $0.001 par value (e) CUSIP Number: 78464M 10 6 4. (a) Name of Person Filing: Sandler Offshore Fund, Inc. ("Sandler Offshore") (b) Address of Principal Business Office, or, if none, Residence: 711 Fifth Avenue New York, New York 10022 (c) Citizenship or Place of Organization: Sandler Offshore is a corporation organized under the laws of the British Virgin Islands. (d) Title of Class of Securities: Common Stock, $0.001 par value (e) CUSIP Number: 78464M 10 6 5. (a) Name of Person Filing: Sandler Plus Master Fund, Ltd. ("Sandler Plus") (b) Address of Principal Business Office, or, if none, Residence: 711 Fifth Avenue New York, New York 10022 (c) Citizenship or Place of Organization: Sandler Plus is a corporation organized under the laws of the Cayman Islands. (d) Title of Class of Securities: Common Stock, $0.001 par value (e) CUSIP Number: 78464M 10 6 SCHEDULE 13G CUSIP No. 786464M 10 6 Page 10 of 16 Pages 6. (a) Name of Person Filing: Andrew Sandler (b) Address of Principal Business Office, or, if none, Residence: 711 Fifth Avenue New York, New York 10022 (c) Citizenship or Place of Organization: United States (d) Title of Class of Securities: Common Stock, $0.001 par value (e) CUSIP Number: 78464M 10 6 Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: Not applicable. Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. 1. Sandler Capital Management: (a) Amount beneficially owned: 1,021,599(1)(2) shares of Common Stock, $.001 cents par value, of SRS LABS, INC. Reporting Person is the investment adviser to Sandler Associates, Sandler Associates II, Sandler Offshore, Sandler Plus and various managed accounts. (b) Percent of class: 6.86% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 shares (ii) Shared power to vote or to direct the vote: 1,021,599(1)(2) shares (iii) Sole power to dispose or to direct the disposition of: 0 shares (iv) Shared power to dispose or to direct the disposition of: 1,021,599(1)(2) shares SCHEDULE 13G CUSIP No. 786464M 10 6 Page 11 of 16 Pages 2. Sandler Associates: (a) Amount beneficially owned: 484,200 shares of Common Stock, $.001 par value, of SRS LABS, INC. (b) Percent of class: 3.25% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 484,200 shares (ii) Shared power to vote or to direct the vote: 0 shares < (iii) Sole power to dispose or to direct the disposition of: 484,200 shares (iv) Shared power to dispose or to direct the disposition of: 0 shares 3. Sandler Associates II, L.P.: (a) Amount beneficially owned: 23,600 shares of Common Stock, $.001 par value, of SRS LABS, INC. (b) Percent of class: 0.16% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 23,600 shares (ii) Shared power to vote or to direct the vote: 0 shares (iii) Sole power to dispose or to direct the disposition of: 23,600 shares (iv) Shared power to dispose or to direct the disposition of: 0 shares 4. Sandler Offshore Fund, Inc. (a) Amount beneficially owned: 289,419 shares of Common Stock, $.001 par value, of SRS LABS, INC. (b) Percent of class: 1.94% (c) Number of shares as to which the person has: SCHEDULE 13G CUSIP No. 786464M 10 6 Page 12 of 16 Pages (i) Sole power to vote or to direct the vote: 289,419 shares (ii) Shared power to vote or to direct the vote: 0 shares (iii) Sole power to dispose or to direct the disposition of: 289,419 shares (iv) Shared power to dispose or to direct the disposition of: 0 shares 5. Sandler Plus Master Fund, Ltd. (a) Amount beneficially owned: 173,800 shares of Common Stock, $.001 par value, of SRS LABS, INC. (b) Percent of class: 1.17% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 173,800 shares (ii) Shared power to vote or to direct the vote: 0 shares (iii) Sole power to dispose or to direct the disposition of: 173,800 shares (iv) Shared power to dispose or to direct the disposition of: 0 shares (iv) Shared power to dispose or to direct the disposition of: 0 shares 6. Andrew Sandler: (a) Amount beneficially owned: 1,021,599((1))((2)) shares of Common Stock, $.001 par value, of SRS LABS, INC. Reporting Person is the portfolio manager of Sandler Associates, Sandler Associates II, Sandler Offshore and various separately managed accounts. (b) Percent of class: 6.86% SCHEDULE 13G CUSIP No. 786464M 10 6 Page 13 of 16 Pages (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 shares (ii) Shared power to vote or to direct the vote: 1,021,599((1))((2))shares (iii) Sole power to dispose or to direct the disposition of: 0 shares (iv) Shared power to dispose or to direct the disposition of: 1,021,599((1))((2)) shares - ------------------------- (1) Includes 484,200, 23,600, 289,419 and 173,800 shares of Common Stock beneficially owned by Sandler Associates, Sandler Associates II, Sandler Offshore and Sandler Plus, respectively, and 232,618 shares of Common Stock beneficially owned by separately managed accounts. (2) The reporting person disclaims beneficial ownership of these securities except to the extent of his/her/its equity interest therein. Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More Than Five Percent on Behalf of Another Person. See Item 4. Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. Not applicable. Item 8. Identification and Classification of Members of the Group. See Exhibit A for Joint Filing Agreement. Item 9. Notice of Dissolution of Group. Not applicable. SCHEDULE 13G CUSIP No. 786464M 10 6 Page 14 of 16 Pages Item 10. Certifications. By signing below each party certifies that, to the best of his, her or its 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 dare not held in connection with or as a participant in any transaction having that purpose or effect. SCHEDULE 13G CUSIP No. 786464M 10 6 Page 15 of 16 Pages 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. Date: March 16, 2006 SANDLER CAPITAL MANAGEMENT By: ALCR Corp., a general partner By: /s/ Moira Mitchell ----------------------------- Name: Moira Mitchell Title: President Date: March 16, 2006 SANDLER ASSOCIATES By: /s/ Andrew Sandler ----------------------------- Name: Andrew Sandler Title: General Partner Date: March 16, 2006 SANDLER ASSOCIATES II, L.P. By: /s/ Andrew Sandler ----------------------------- Name: Andrew Sandler Title: General Partner Date: March 16, 2006 SANDLER OFFSHORE FUND, INC. By: /s/ Steven Warshavsky ----------------------------- Name: Steven Warshavsky Title: Director Date: March 16, 2006 SANDLER PLUS MASTER FUND LTD. By: /s/ Steven Warshavsky ----------------------------- Name: Steven Warshavsky Title: Director Date: March 16, 2006 By: /s/ Andrew Sandler ----------------------------- Name: Andrew Sandler SCHEDULE 13G CUSIP No. 786464M 10 6 Page 16 of 16 Pages Exhibit A JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of SRS LABS, INC. and that this Agreement be included as an Exhibit to such statement. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement effective as of the dates set forth next to the undersigned's name. Date: March 16, 2006 SANDLER CAPITAL MANAGEMENT By: ALCR Corp., a general partner By: /s/ Moira Mitchell ----------------------------- Name: Moira Mitchell Title: President Date: March 16, 2006 SANDLER ASSOCIATES By: /s/ Andrew Sandler ----------------------------- Name: Andrew Sandler Title: General Partner Date: March 16, 2006 SANDLER ASSOCIATES II, L.P. By: /s/ Andrew Sandler ----------------------------- Name: Andrew Sandler Title: General Partner Date: March 16, 2006 SANDLER OFFSHORE FUND, INC. By: /s/ Steven Warshavsky ----------------------------- Name: Steven Warshavsky Title: Director Date: March 16, 2006 SANDLER PLUS MASTER FUND LTD. By: /s/ Steven Warshavsky ----------------------------- Name: Steven Warshavsky Title: Director Date: March 16, 2006 By: /s/ Andrew Sandler ----------------------------- Name: Andrew Sandler -----END PRIVACY-ENHANCED MESSAGE-----