8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 24, 2011

SRS LABS, INC.

(Exact name of registrant as specified in charter)

Delaware	0-21123	33-0714264
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2909 Daimler Street Santa Ana, California	92705
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (949) 442-1070

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02	Departure of Directors or Certain Officers; Election of Directors;
	Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Principal Financial Officer

On October 24, 2011, SRS Labs, Inc. (the “Company”) appointed Walter J. McBride, age 58, to serve as the Company’s Chief Financial Officer, Treasurer, Secretary and principal financial officer.  A copy of the press release issued by the Company on October 24, 2011 regarding Mr. McBride’s appointment is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Prior to joining the Company, Mr. McBride served as the Chief Financial Officer of Synthetic Genomics, Inc., a company dedicated to developing and commercializing genomic driven solutions to address global energy and environmental challenges, from 2008 until 2011.  From 2005 until 2008, Mr. McBride served as the Executive Vice President and Chief Financial Officer of Capstone Turbine Corporation, a designer and manufacturer of microturbine technology for stationary power generation, cogeneration and hybrid electric vehicles.  From 2000 until 2005, Mr. McBride served as the Executive Vice President and Chief Financial Officer of First Consulting Group Inc., an IT services company focused on global healthcare, pharmaceutical and biotechnology.  Prior to 2000, Mr. McBride has served as the Chief Financial Officer and in various senior executive management positions with several private and public companies.  Mr. McBride received a B.S. in Accounting and Finance from The Ohio State University and a M.S. in Computer Systems Management from Rochester Institute of Technology.

In connection with Mr. McBride’s appointments, he entered into an offer letter of employment pursuant to which he will receive an annual base salary of $300,000, a relocation expense reimbursement of up to $25,000 and three weeks of paid vacation per year.  Mr. McBride will also participate in the Company’s Profit Sharing and Bonus Plan, as well as the Company’s Executive Management By Objective Program, with a guaranteed quarterly payment of at least $25,000 during the first year of employment.   In connection with Mr. McBride’s commencement of employment, the Company granted him a non qualified stock option to purchase up to 150,000 shares of the Company’s common stock at a per share exercise price equal to the closing price of the Company’s common stock on the date of grant, which was October 26, 2011. The option will be subject to vesting over four years.  Furthermore, Mr. McBride will also be entitled to receive severance in the amount of six months of base salary continuation and employee benefits continuation in the event that his employment is involuntarily terminated during his first 36 months of employment with the Company.

Finally, Mr. McBride will participate in the Company’s Amended and Restated Change in Control Protection Plan (the “Plan”).  The Plan generally provides that if Mr. McBride’s employment is terminated without cause or if he resigns for good reason, as defined in the Plan, within two years after a change in control (as defined in such Plan), Mr. McBride will be entitled to receive a severance payment equal to 1.5 times his base salary in effect immediately before the change in control plus the cash bonus and cash commissions paid to Mr. McBride by the Company during the last completed calendar year immediately before the year in which a change of control occurs, which such amount is generally payable in a lump sum amount within 60 days of the termination or resignation.  The Plan also provides that the Company will reimburse Mr. McBride for COBRA premiums he pays for a period of 18 months following a covered termination under such Plan.

Appointment of Chief Accounting Officer

Effective October 24, 2011, the Company has promoted Maria Oppegard, age 37, to serve as the Company’s Chief Accounting Officer.  Ms. Oppegard has over 13 years of experience in accounting and finance.  Ms. Oppegard joined the Company as Controller in 2005, and has also served as its acting principal financial officer since August 2011 until Mr. McBride’s appointment as the Company’s Chief Financial Officer referenced above.  Prior to joining the Company, she spent six years at KPMG LLP, where she was an Audit Manager, providing audit services primarily for public companies in the technology industry.  Ms. Oppegard is a Certified Public Accountant. She received a B.S. in Business Administration from the University of North Carolina at Chapel Hill and a M.S. in Accountancy from Wake Forest University.

2

Item 9.01               Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.	Description
99.1	Press Release dated October 24, 2011
99.2	Offer Letter of Employment dated October 3, 2011 by and between SRS Labs, Inc. and Walter J. McBride

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 hereunto duly authorized.

	SRS LABS, INC., a Delaware corporation
Dated: October 28, 2011	By:	/S/ Thomas C.K. Yuen
		Thomas C.K. Yuen
		Chief Executive Officer

4

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated October 24, 2011
99.2	Offer Letter of Employment dated October 3, 2011 by and between SRS Labs, Inc. and Walter J. McBride

5

EX-99.1

Exhibit 99.1

NEWS RELEASE

SRS LABS APPOINTS WALTER J. MCBRIDE AS CHIEF FINANCIAL OFFICER

McBride Joins SRS Labs’ Executive Management Team, Bringing Over 30 years of Experience to the Company

SANTA ANA, Calif., October 24, 2011 — SRS Labs (NASDAQ:SRSL), the industry leader in surround sound, audio enhancement, and voice post-processing technologies, announced today the appointment of Walter “Chuck” McBride as the company’s new Chief Financial Officer.  McBride brings to SRS Labs more than 30 years experience in working with electronics and clean technology companies.

“With his significant experience in finance, investor relations and corporate development, Chuck McBride is an outstanding addition to our leadership team.” said Thomas C.K. Yuen, President and CEO of SRS Labs. “I look forward to working with Chuck, and him working closely with our management team so that we can continue our focus on expanding SRS Lab’s global reach and customer base, while simultaneously, strengthening the company’s financial resources.”

Over the past three years, McBride served as the Chief Financial Officer for Synthetic Genomics Inc. (SGI), where he was instrumental in shaping SGI’s business infrastructure, hiring key personnel, raising equity and participating in the closing of a $300 million ExxonMobil deal. Prior to SGI, as the CFO of Capstone Turbine, Chuck was successful in raising over $80 million in two equity offerings and represented the State of California and Capstone as a trade delegate to China. In addition to the aforementioned organizations, McBride has held CFO positions in several other public and private companies including First Consulting Group, CalComp, and Emulex.

“I am excited to be joining the team at SRS Labs and believe the company is primed to grow its position as the leading provider of world-class audio and voice technologies in every segment of the consumer electronics market,” said Walter “Chuck” McBride, Chief Financial Officer, SRS Labs. “I am impressed with SRS’ team of professionals, its advanced technologies and the company’s unique blend of science, know-how, art and passion. I believe that the rapidly changing and growing global marketplace for consumer electronics products is exceptionally advantageous for a nimble company like SRS and I look forward to working with the team and helping shape the company’s future direction.”

McBride earned his bachelor’s degree in accounting and finance from Ohio State University and his master’s degree in computer system management from Rochester Institute of Technology in New York. Additionally, McBride completed his director training and certification program at UCLA, Anderson School of Management. Chuck is also a member of Financial Executives International (FEI) and serves on the board of directors for CleanTech San Diego, a non-profit organization.

For more information about this announcement, SRS or our technologies, please contact us at pr@srslabs.com or visit us on Facebook, Twitter and YouTube.

SRS Labs’ company description and important cautions regarding forward-looking statements made in this release is available at www.srslabs.com/boilerplate.

###

Safe Harbor Statement:

This press release includes forward-looking statements that are based on our current expectations, estimates and projections about SRS Labs, Inc., management’s beliefs and certain assumptions made by us, and events beyond our control, all of which are subject to change. Such forward-looking statements include, but are not limited to, statements relating to the our future operating results and growth opportunities. Forward-looking statements can often be identified by words such as “expects,” “anticipates,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “likely,” “potential,” “continue,” similar expressions, and variations or negatives of these words. These forward-looking statements are not guarantees of future results or the commitments made by us herein, and they are subject to risks, uncertainties and assumptions that could cause actual results to differ materially and adversely from those expressed in any forward-looking statement. The risks and uncertainties referred to above include, but are not limited to, the loss of any significant customer; the acceptance of new SRS Labs products and technologies; our ability to increase our brand awareness and enter into new or expanded license arrangements; the impact of competitive products and pricing; general economic and business conditions that may adversely impact sales of consumer products incorporating our technologies or that otherwise may impact our operating results and future performance; the timely development and release of technologies by the Company; and such other factors described in our filings with the Securities and Exchange Commission. The forward-looking statements in this press release speak only as of the date they are made. We do not undertake any obligation to revise or update publicly any forward-looking statement for any reason.

SRS Labs, Inc. Contact:	Investor Relations Contact:
Michael Farino, PR Specialist	Matt Glover, Liolios Group, Inc.
949-442-5404	949-574-3860
michaelf@srslabs.com	info@liolios.com
Twitter: @SRSLabs

EX-99.2

Exhibit 99.2

October 3, 2011 (Revised)

Mr. Walter J. McBride

1353 San Elijo Avenue

Cardiff by the Sea, CA 92007

Dear Chuck:

It is with great pleasure that I invite you with this revised offer to join SRS Labs, Inc as Chief Financial Officer reporting to Tom Yuen, Chairman and Chief Executive Officer.   This role is a key one in helping take SRS Labs, Inc. to a new level in terms of revenue growth and return to shareholders, and we believe that you are highly qualified to contribute strongly to the success that we are determined to achieve.

The starting base salary is $25,000.00 monthly of which the annualized equivalent is $300,000.   In addition, you will participate in the executive pool portion of the SRS Labs Inc Profit Sharing and Bonus Plan which provides quarterly payments when certain financial objectives are met, and in the Executive MBO plan which provides annual variable compensation based upon the degree to which you achieve objectives set with Tom for each calendar year.  In order to give you additional visibility and comfort about your first year variable earnings, we will provide a quarterly payment in the amount of not less than $25,000 to you during your first year of continuing employment.

In addition, our Board of Directors will be asked to approve a 150,000 share non qualified stock option grant during their October 26, 2011 meeting, and the strike price and date of grant will be either your first day of employment that follows such approval, or October 26, 2011 if you have already joined SRS by that date.     The grant will be a non-qualified option with a strike price equal to the closing price on the date of grant and will carry a 4 year vesting period, 25% on the first anniversary, and then 6.25% each subsequent quarter of employment until full vest.  We also have a historical practice of making additional stock option grants for all employees once each year.

For the purpose of providing you with additional comfort and security, we will commit to providing you with a severance package of 6 months of base salary continuation and employee benefits continuation in the event that you should be involuntarily terminated during your thirty-six month’s of employment.  In addition, you will be covered by a Change in Control Agreement during your employment with SRS Labs, Inc.

In order to assist you with relocation from San Diego County to Orange County, SRS will provide you with a relocation funding in the amount of $25,000 at the time that you commence the relocation process.  This relocation assistance must be repaid to SRS Labs should you voluntarily resign from SRS Labs before completing 18 months of service.

You will be eligible to enroll in our employee benefits plans which include medical, dental, vision, as well as life insurance for yourself in the amount of

$50,000 and long term disability insurance.  These benefits are currently nearly100% paid by SRS Labs, Inc.   Coverage will begin on the first day of the month following the month in which you join SRS.  A copy of the plans will be provided to you during your first week of employment.  Alternatively, I invite you to view our attractive employee benefit offerings by going to www.srsbenefits.com.   You will receive an Employee Handbook covering this and other company policies during your first week of employment.

As a member of the executive team, you will be eligible to take three weeks of vacation each year.  Your vacation eligibility will begin after the completion of your 90-day introductory period, when, you may take what you have earned to that date. The Company also offers a total of ten (10) paid holidays per year, three (3) of which are taken on days of the employee’s choice during 2011 and 2012.   Also, we have typically given an additional week of paid time off around the Christmas holidays, a decision that is made each year subject to our customer needs and workloads. This is not charged to your vacation, but is considered extra paid time off.  This year we will be closed from December 24, 2011 and return to work on Monday, Tuesday January 3, 2012.

SRS also offers employees the option to participate in an Employer Matching Contributory 401(k) plan.    The entry dates of the plan fall on the first day of the each month.

We would like you to begin as soon as possible and I will leave it to you and Tom to determine a mutually agreeable start date.

Any offer of employment will be contingent on the submission of proof of your eligibility to work in the United States and the signing of the SRS Labs, Inc. At-Will Employment Agreement and then Confidentiality, Non-Competition, and Compliance Agreement, copies of which will be provided during your first week of employment.  Additionally, your offer is contingent upon the Company performing a standard background check for which the results are satisfactory.

This offer replaces and supersedes any other employment offer, service agreement and understanding between SRS Labs, Inc. and yourself.  If this offer of employment letter is not accepted by the close of business on October 5, 2011, it will become null and void.  If you have any questions about any aspect of the offer, please don’t hesitate to call Tom or email him at tomy@srslabs.com, or me at 949-442-5592, or at davidw@srslabs.com.

Chuck, if this offer meets with your approval, please indicates your acceptance in the space provided below.  We look forward to having you as part of our team as we move forward to establish SRS Labs, Inc. as the industry standard in contemporary audio and voice processing.

Sincerely,

/s/ David F. Walker

David F. Walker

Senior Vice President of Human Resources

SRS Labs, Inc.

I Accept:	/s/ Walter J. McBride	October 3, 2011
	Name	Date