10-Q/A 1 a04-2664_110qa.htm 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