-----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, NhBhmfrZPsnqwDylc2GvMl67udzCd5+BkSHHtGejRinSLE7EuZfFSk0szCPnSX+d vE1Wd2eQ8NEX1QDQ6j88Sg== 0000892569-97-002476.txt : 19970912 0000892569-97-002476.hdr.sgml : 19970912 ACCESSION NUMBER: 0000892569-97-002476 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970908 EFFECTIVENESS DATE: 19970908 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SRS LABS INC CENTRAL INDEX KEY: 0001016470 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 330714264 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 333-18981 FILM NUMBER: 97676902 BUSINESS ADDRESS: STREET 1: 2909 DAIMIER ST CITY: SANTA ANA STATE: CA ZIP: 92705 BUSINESS PHONE: 7144421070 MAIL ADDRESS: STREET 1: 2909 DAIMLER ST CITY: SANTA ANA STATE: CA ZIP: 92705 S-8 POS 1 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 1 As filed with the Securities and Exchange Commission on September 8, 1997 Registration No. 333-18981 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------ SRS LABS, INC. (Exact name of issuer 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 LONG-TERM INCENTIVE PLAN (Full title of the plan) Janet M. Biski Vice President, Chief Financial Officer and Secretary SRS Labs, Inc. 2909 Daimler Street Santa Ana, California 92705 (Name and address of agent for service) (714) 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) 668-6210 ================================================================================ 2 EXPLANATORY NOTE This Post-Effective Amendment No. 1 to Form S-8 Registration Statement is being filed in connection with certain amendments to the SRS Labs, Inc. 1996 Long-Term Incentive Plan (the "1996 Incentive Plan"), which amendments are reflected in the SRS Labs, Inc. Amended and Restated 1996 Long-Term Incentive Plan (the "Amended and Restated 1996 Plan"), which is included as Exhibit 4.1 hereto. The Amended and Restated 1996 Plan supersedes the 1996 Incentive Plan. Unless otherwise noted herein, the contents of the Registrant's Form S-8 Registration Statement (File No. 333-18981) relating to the 1996 Incentive Plan are incorporated by reference into this Post-Effective Amendment No. 1 to Form S-8 Registration Statement. 3 PART II ITEM 8. EXHIBITS. 4.1 SRS Labs, Inc. Amended and Restated 1996 Long-Term Incentive Plan, previously filed as Appendix A to the Company's definitive Proxy Statement dated April 30, 1997, filed with the U.S. Securities and Exchange Commission (the "Commission") on April 30, 1997, which is incorporated herein by reference. 4.2 Certificate of Incorporation of SRS Labs, Inc., a Delaware corporation, 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, Registration number 333-4974-LA (the "Registration Statement"), which is incorporated herein by reference. 4.3 Bylaws of SRS Labs, Inc., a Delaware corporation, as currently in effect, previously filed with the Commission as Exhibit 3.2 to the Registration Statement, 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 (filed previously). 1 4 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 Post-Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Ana, State of California, on this 8th day of September, 1997. SRS LABS, INC. By: /s/ Thomas C.K. Yuen ----------------------------------------- Thomas C.K. Yuen Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and on the date indicated:
Signature Title Date --------- ----- ---- /s/ Thomas C.K. Yuen Chairman of the Board and Chief September 8, 1997 - ------------------------------ Executive Officer and a Director Thomas C.K. Yuen (Principal Executive Officer) * President and Chief Operating - ------------------------------ Officer and a Director Stephen V. Sedmak * Vice President, Chief Financial - ------------------------------ Officer and Secretary (Principal Janet M. Biski Financial and Accounting Officer) * Director - ------------------------------ John AuYeung * Director - ------------------------------ John Tu * Director - ------------------------------ Jeffrey I. Scheinrock *By: /s/ Thomas C. K. Yuen -------------------------- September 8, 1997 Thomas C. K. Yuen as Attorney-in-Fact
2 5 INDEX TO EXHIBITS Exhibit Number Description - ------ ----------- 4.1 SRS Labs, Inc. Amended and Restated 1996 Long-Term Incentive Plan, previously filed as Appendix A to the Company's definitive Proxy Statement dated April 30, 1997, filed with the U.S. Securities and Exchange Commission (the "Commission") on April 30, 1997, which is incorporated herein by reference. 4.2 Certificate of Incorporation of SRS Labs, Inc., a Delaware corporation, 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, Registration number 333-4974-LA (the "Registration Statement"), which is incorporated herein by reference. 4.3 Bylaws of SRS Labs, Inc., a Delaware corporation, as currently in effect, previously filed with the Commission as Exhibit 3.2 to the Registration Statement, 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 (filed previously). 3 EX-5 2 OPINION AND CONSENT OF PAUL HASTINGS JANOFSKY 1 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 September 8, 1997 (714) 668-6200 SRS Labs, Inc. 2909 Daimler Street Santa Ana, California 92705 Re: SRS Labs, Inc. Amended and Restated 1996 Long-Term Incentive 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 Long-Term Incentive Plan (the "Amended 1996 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"), that may be issued and sold pursuant to the Amended 1996 Plan will be, when issued and sold in accordance with the Amended 1996 Plan, duly authorized, validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as Exhibit 5 to the Post-Effective Amendment No. 1 to Registration Statement on Form S-8 to be filed by the Company on or about September 8, 1997, to amend the registration of the shares of Common Stock to be issued and sold pursuant to the Amended 1996 Plan under the Securities Act of 1933, as amended. Very truly yours, /s/ Paul, Hastings, Janofsky & Walker LLP EX-23.2 3 CONSENT OF DELOITTE & TOUCHE LLP 1 EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in the Post-Effective Amendment No. 1 to Registration Statement No. 333-18981 of SRS Labs, Inc. on Form S-8 pertaining to the SRS Labs, Inc. Amended and Restated 1996 Long-Term Incentive Plan, of our report dated January 31, 1997 appearing in the Annual Report on Form 10-KSB of SRS Labs, Inc. for the year ended December 31, 1996. /s/ Deloitte & Touche LLP Costa Mesa, California September 4, 1997 -----END PRIVACY-ENHANCED MESSAGE-----