10-Q/A 1 a06-11675_110qa.htm AMENDMENT TO QUARTERLY REPORT PURSUANT TO SECTIONS 13 OR 15(D)

 

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 September 30, 2005

 

 

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

 

(I.R.S. Employer

incorporation or organization)

 

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 by check mark whether the registrant is a shell company (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 October 31, 2005, 14,901,124 of the issuer’s common stock, par value $.001 per share, were outstanding; of that amount, 674,098 shares were held as treasury shares.

 

 


 

EXPLANATORY NOTE

 

This Amendment No. 1 on Form 10-Q/A to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005, which was initially filed with the Securities and Exchange Commission (the “Commission”) on November 10, 2005, is being made pursuant to Part II, Item 5(a) of Form 10-Q to amend Part II, Item 5 to include information concerning the payment of discretionary merit bonuses to certain executive officers of the Registrant that should have been reported on a current basis on Form 8-K during the period covered by the report. Part II, Item 6 is also being amended to reflect the inclusion of the new certifications required by Rule 12b-15 under the Securities Exchange Act of 1934.

 

The complete text of Item 5 and Item 6, as amended, is included in this Amendment No. 1.

 

With the exception of the foregoing, no other information in the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 has been supplemented, updated or amended.

 

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PART II — OTHER INFORMATION

 

Item 5. Other Information

 

Discretionary Merit Bonus Payments Related to Fiscal 2005

 

Based upon the overall performance of SRS Labs, Inc. (the “Company”) and the individual and collective performance as a management team for the quarterly measurement periods during the fiscal year ended December 31, 2005 (“Fiscal 2005”), the following executive officers of the Company were awarded discretionary merit bonuses on September 15, 2005 for their efforts relating to the first and second quarters of Fiscal 2005:

 

Name

 

Payment

 

Thomas C.K. Yuen (1)

 

 

$

  8,663.00

 

 

Janet M. Biski (2)

 

 

$

  5,775.00

 

 

Jennifer A. Drescher (3)

 

 

$

  4,331.00

 

 

Alan D. Kraemer (4)

 

 

$

  6,728.00

 

 

Sarah Yang (5)

 

 

$

  5,198.00

 

 

 

(1)           Chief Executive Officer of the Company.

(2)           Ms. Biski served as Chief Financial Officer, Secretary and Treasurer until January 2, 2006 and served as Vice President from January 2, 2006 to March 31, 2006.

(3)           Ms. Drescher served as Vice President, Corporate Communications until January 12, 2006 and currently serves as Director of Sales Operations, a non-officer position.

(4)           Executive Vice President, Chief Technology Officer.

(5)           Vice President, Software Engineering.

 

Item 6.  Exhibits

 

The exhibits listed below are hereby filed with the U.S. Securities and Exchange Commission as part of this Report.

 

Exhibit
Number

 

Description

3.1

 

Certificate of Incorporation of the Company, previously filed with the Commission as Exhibit 3.1 to the Company’s Registration Statement on Form SB-2, specifically included in Amendment No. 1 to such Registration Statement filed with the Commission on July 3, 1996 (File No. 333-4974-LA), which is incorporated herein by reference.

 

 

 

3.2

 

Bylaws of the Company, previously filed with the Commission as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 1999, filed with the Commission on November 12, 1999, which is incorporated herein by reference.

 

 

 

10.1

 

Employment Letter Agreement dated June 24, 2005, between the Company and Michael Franzi, previously filed with the Commission as Exhibit 10.1 to the Form 8-K, filed with the Commission on August 16, 2005, which is incorporated herein by reference.

 

 

 

10.2

 

Separation Agreement dated September 30, 2005, between the Company and Philip Wong, previously filed with the Commission as Exhibit 10.1 to the Form 8-K, filed with the Commission on September 30, 2005, which is incorporated herein by reference.

 

 

 

31.1

 

Certification of Chief Executive Officer of SRS Labs, Inc., pursuant to Rule 13a-14 of the Securities Exchange Act.

 

3


 

31.2

 

Certification of Chief Financial Officer of SRS Labs, Inc., pursuant to Rule 13a-14 of the Securities Exchange Act.

 

 

 

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.

 

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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:  May 10, 2006

By:

/s/ THOMAS C.K. YUEN

 

 

 

Thomas C.K. Yuen

 

 

Chairman of the Board and Chief Executive Officer

 

 

(Principal Executive Officer)

 

 

 

 

 

 

Date:  May 10, 2006

By:

/s/ ULRICH GOTTSCHLING

 

 

 

Ulrich Gottschling

 

 

Chief Financial Officer, Treasurer and Secretary

 

 

(Principal Financial and Accounting Officer)

 

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