10-Q/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

(Mark One)
ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2003
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from             to
Commission File Number 0-21123

SRS LABS, INC.

(Exact name of registrant as specified in its charter)

Delaware	33-0714264
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2909 Daimler Street, Santa Ana, California 92705
(Address of principal executive offices) (Zip Code)
(949) 442-1070
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes o   No ý

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: as of August 1, 2003, 12,988,198 of the issuer’s common stock, par value $.001 per share, were outstanding. In addition, as of August 1, 2003, 225,300 shares of the issuer’s common stock were held as treasury shares.

EXPLANATORY NOTE

This Form 10-Q/A is being filed for the purpose of amending Part II, tem 4, “Submission of Matters to a Vote of Security Holders” of the Quarterly report on Form 10-Q for the quarterly period ended June 30, 2003, which was filed by SRS Labs, Inc., a Delaware corporation, on August 13, 2003 (the “Original Filing”). The sole  purpose of this amendment is to correct an error that was discovered in the results of the items voted upon at the June 18, 2003 Annual Meeting of Stockholders previously reported in the Original Filing.  Specifically, the proposal to approve an amendment to the SRS Labs, Inc. Amended and Restated 1996 Long-Term Incentive Plan to increase the number of shares of common stock available for issuance thereunder by 1,500,000 was incorrectly reported in the Original Filing as having failed, when, in fact, the proposal passed.

PART II—OTHER INFORMATION

Item 4.Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of SRS Labs, Inc. was held on June 18, 2003 for the purpose of (a) electing one Class I director to the Board of Directors, (b) voting on a proposal to approve an amendment to the SRS Labs, Inc. Amended and Restated 1996 Long-Term Incentive Plan (the “Option Plan”) to increase the number of shares of common stock available for issuance thereunder by 1,500,000, and (c)voting on a proposal to ratify the appointment of BDO Seidman LLP as independent auditors for the fiscal year ending December 31, 2003.

Winston E. Hickman was elected to serve as a Class I Director of the Company for a three-year term expiring at the 2006 Annual Meeting of Stockholders. John Tu continued in office as a Class II Director and Stephen V. Sedmark, Sam Yau and Thomas C.K. Yuen continued in office as Class III Directors.  The tabulation of the votes cast for the election of Mr. Hickman was as follows:

Votes For	Votes Withheld
11,986,065	339,043

The proposal to amend the Option Plan was approved.  The number of affirmative votes required to approve the proposal was  3,910,619.  The tabulation of votes was as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
5,953,131	1,866,594	15,111	4,503,872

The proposal to ratify the appointment of BDO Seidman LLP as independent auditors for the fiscal year ending December 31, 2003 was approved.  The number of affirmative votes required to approve the proposal was  6,162,555.  The tabulation of votes was as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
12,310,350	3,731	11,027	0

Item 6.  Exhibits and Reports on Form 8-K.

(a)           Exhibits.

The exhibit listed below is hereby filed with the Commission as part of this Report.

Exhibit Number	Description
31.1*	Certification of Chief Executive Officer of SRS Labs, Inc., Pursuant to Section 13a-14 of the Securities Exchange Act
31.2*	Certification of Chief Financial Officer of SRS Labs, Inc., Pursuant to Section 13a-14 of the Securities Exchange Act
31.3	Certification of Chief Executive Officer of SRS Labs, Inc., Pursuant to Section 13a-14 of the Securities Exchange Act
31.4	Certification of Chief Financial Officer of SRS Labs, Inc., Pursuant to Section 13a-14 of the Securities Exchange Act

2

32.1*	Certification of Chief Executive Officer of SRS Labs, Inc., Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of Chief Financial Officer of SRS Labs, Inc., Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.3	Certification of Chief Executive Officer of SRS Labs, Inc., Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.4	Certification of Chief Financial Officer of SRS Labs, Inc., Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	*Previously filed.

(b)Reports on Form 8-K.

On May 13, 2003, SRS Labs filed a report on Form 8-K dated May 13, 2003 announcing its operating results for the first quarter of the fiscal year ending December 31, 2003.

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	SRS LABS, INC., a Delaware corporation
Date: February 19, 2004	By:	/s/ THOMAS C.K. YUEN
		Thomas C.K. Yuen
		Chairman of the Board and Chief Executive Officer
		(Principal Executive Officer)
Date: February 19, 2004	By:	/s/ JANET M. BISKI
		Janet M. Biski
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

4

EX-31.3

Exhibit 31.3

CERTIFICATION

I, Thomas C.K. Yuen, certify that:

1.I have reviewed this quarterly report on Form 10-Q/A of SRS Labs, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: February 19, 2004	/s/ Thomas C.K. Yuen
	Thomas C.K. Yuen
	Chief Executive Officer

EX-31.4

Exhibit 31.4

CERTIFICATION

I, Janet M. Biski, certify that:

1.I have reviewed this quarterly report on Form 10-Q/A of SRS Labs, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: February 19, 2004	/s/ Janet M. Biski
	Janet M. Biski
	Chief Financial Officer

EX-32.3

Exhibit 32.3

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of SRS Labs, Inc. (the “Company”) on Form 10-Q/A for the quarter ending June 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas C.K. Yuen, Chief Executive Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: February 19, 2004	By:	/s/ Thomas C.K. Yuen
		Thomas C.K. Yuen
		Chief Executive Officer

EX-32.4

Exhibit 32.4

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of SRS Labs, Inc. (the “Company”) on Form 10-Q/A for the quarter ending June 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Janet M. Biski, Chief Financial Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: February 19, 2004	By:	/s/ Janet M. Biski
		Janet M. Biski
		Chief Financial Officer