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

November 21, 2006

Date of Report (Date of earliest event reported)

SYNTAX-BRILLIAN CORPORATION

(Exact Name of Registrant as Specified in Charter)

DELAWARE	000-50289	05-0567906
(State or Other	(Commission File Number)	(IRS Employer
Jurisdiction of Incorporation)		Identification No.)

1600 N. DESERT DRIVE
TEMPE, ARIZONA
85281

(Address of Principal Executive Offices) (Zip Code)

(602) 389-8888

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

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

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

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

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

Item 2.01. Completion of Acquisition or Disposition of Assets.

          On November 21, 2006, we completed our previously announced acquisition of Vivitar Corporation (“Vivitar”) pursuant to an agreement and plan of reorganization. Upon the closing of the merger, we issued 4,565,141 shares of our common stock to the sole shareholder of Vivitar, and Vivitar became our wholly owned subsidiary. A portion of the shares are being held in escrow for one year as security for indemnification obligations as specified in the agreement and plan of reorganization. This description of the Vivitar acquisition does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement and plan of reorganization, which is filed as Exhibit 2.2 to our Current Report on Form 8-K filed November 1, 2006 and is incorporated by reference in this Item 2.01. A copy of the press release announcing the completion of the acquisition is filed herewith as Exhibit 99.1.

Item 3.02. Unregistered Sales of Equity Securities.

          As described in Item 2.01, on November 21, 2006, upon the closing of our acquisition of Vivitar, we issued 4,565,141 shares of our common stock to the sole shareholder of Vivitar in consideration for the acquisition of Vivitar. We issued the shares of common stock in reliance upon Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder, as a transaction by an issuer not involving a public offering. The sole shareholder of Vivitar made representations to us that (1) the securities were being acquired by it for its own account and not with view to the distribution of the securities, (2) it had sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of the acquisition of the shares, and (3) it was supplied with, or had access to, information to which a reasonable investor would attach significance in making investment decisions, including our public filings and any other information with respect to our financial condition, business, and prospects and other information it requested to enable it to make the decision to acquire the shares. Pursuant to the terms of the agreement and plan of reorganization, we agreed to register for resale the shares issued in connection with the closing of the acquisition on a registration statement under the Securities Act of 1933, as amended, to be filed by us within 30 days following the closing of the acquisition. We will pay all expenses incurred in connection with the registration, other than any underwriting discounts, concessions, or brokerage commissions associated with the resale of the shares. The sole shareholder agreed that it will not resell any of our common stock in excess of the volume limitations set forth in Rule 144(e) under the Securities Act of 1933 for a period of one year following the closing of the acquisition.

Item 9.01. Financial Statements and Exhibits.

     (a) Financial Statements of Business Acquired.

          The financial statements required by this Item 9.01(a) will be filed by amendment to this Form 8-K as soon as practicable, but not later than 71 days after the date on which this Form 8-K was required to be filed.

     (b) Pro Forma Financial Information.

          The unaudited pro forma financial information required by this Item 9.01(b) will be filed by amendment to this Form 8-K as soon as practicable, but not later than 71 days after the date on which this Form 8-K was required to be filed.

     (c) Shell Company Transactions.

           Not applicable.

     (d) Exhibits.

Exhibit
Number
99.1	Press release from Syntax-Brillian Corporation, dated November 21, 2006, entitled “Syntax-Brillian Completes Acquisition of Vivitar”

2

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.

	SYNTAX-BRILLIAN CORPORATION
Date: November 21, 2006	By:	/s/ Wayne A. Pratt
		Wayne A. Pratt
		Executive Vice President and Chief Financial Officer

3

EXHIBIT INDEX

99.1 Press release from Syntax-Brillian Corporation, dated November 21, 2006, entitled “Syntax-Brillian Completes Acquisition of Vivitar”

EX-99.1

Exhibit 99.1

Mr. Wayne Pratt
Chief Financial Officer
Syntax-Brillian Corporation
+1.602.389.8789
wayne.pratt@syntaxbrillian.com

Syntax-Brillian Completes Acquisition of Vivitar

TEMPE, ARIZ., November 21, 2006 — Syntax-Brillian Corporation (Nasdaq: BRLC), a manufacturer and marketer of LCD and LCoS™ HDTVs and digital entertainment products, today announced that it has completed its acquisition of Vivitar Corporation, an Oxnard, California-based leader in the design, development and marketing of photographic, optical, electronic and digital imaging products.

As noted in a press release of October 30, 2006, the acquisition gives Syntax-Brillian full ownership over all Vivitar assets and the company’s significant intellectual property portfolio. Vivitar will be operated as a wholly owned subsidiary of Syntax-Brillian.

By consolidating shared resources, contract manufacturing relationships, engineering expertise and distribution channels, the acquisition of Vivitar is expected to produce significant economic and logistical advantages for Syntax-Brillian.

Vivitar is a leading manufacturer and marketer of photography equipment and optics including a range of high-quality, affordable digital cameras, film cameras, lenses, flashes and tripods, sports optics and digital imaging products. The company has a diverse portfolio of intellectual property assets and patents and maintains a variety of international distribution channels in the U.S., France, the United Kingdom and Hong Kong.

Syntax-Brillian expects to leverage Vivitar’s existing distribution channels to create new outlets, notably in Europe, for its LCD televisions as well as any new Olevia or co-branded digital entertainment products that the company may develop.

About Syntax-Brillian Corporation
Syntax-Brillian Corporation (www.syntaxbrillian.com) is one of the world’s leading manufacturers and marketers of LCD and LCoS™ HDTVs and digital entertainment products. The company’s lead products include its Olevia brand (www.olevia.com) of widescreen HDTV-ready and HD-built-in LCD TVs — one of the fastest growing global TV brands — and its Gen II LCoS™ 720p and 1080p rear-projection HDTVs for the high-end video/audio market. Syntax-Brillian’s global supply chain, Asian operations and North American sales channels position the company as a market leader in consumer and high-end HDTV and digital entertainment products.

Brillian and LCoS are trademarks or registered trademarks of Syntax-Brillian Corporation. All other trademarks are the property of their respective owners.

About Vivitar Corporation
Vivitar Corporation, a leading manufacturer of both digital and film cameras, hosts a complete line of photographic products including digital cameras, 35 mm zoom cameras, point-and-shoot cameras,

auto-focus cameras, 35 mm SLR cameras, manual and automatic lenses, flashes, binoculars, projectors, and camera accessories.

Vivitar has an extensive line of affordable digital cameras ranging from entry-level VGA cameras to eight-megapixel digital cameras with zoom optics. The Vivicam series of digital cameras is one of the broadest product lines of digital cameras on the market today, spanning the spectrum of interest from novice through the serious amateur digital photographer.

Vivitar Corporation is based in the United States with offices in Hong Kong, the UK, France, and Canada. Vivitar products are distributed worldwide through a wide variety of stores, merchants, and dealers. Vivitar products are found in specialty stores, photo stores, mass merchants, drug store chains, warehouse superstores and on the Internet.

Forward-Looking Statements
Certain statements contained in this press release may be deemed to be forward-looking statements under federal securities laws, and Syntax-Brillian intends that such forward-looking statements be subject to the safe harbor created thereby. Such forward-looking statements include but are not limited to statements regarding the anticipated benefits to be derived from the acquisition mentioned herein. Syntax-Brillian cautions that these statements are qualified by important factors that could cause actual results to differ materially from those reflected by the forward-looking statements contained herein. Such factors include: (a) changes in markets for the company’s products; (b) changes in the market for customers’ products; (c) the failure of the company’s products to deliver commercially acceptable performance; (d) the ability of the company’s management, individually or collectively, to guide the company in a successful manner; and (e) other risks as detailed in Syntax-Brillian’s Annual Report on Form 10-K for the fiscal year ended June 30, 2006 and subsequent filings with the Securities and Exchange Commission.

# # #