-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MBFRlNWeZ94ws1mEpTajq6omz2WK2tvtuLIpsOBBDC572cmtDDfmbaeS+bRAU5LP IDhpmLYuwFkDR8IuYFTkKA== 0000890821-09-000027.txt : 20090710 0000890821-09-000027.hdr.sgml : 20090710 20090710134811 ACCESSION NUMBER: 0000890821-09-000027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090710 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20090710 DATE AS OF CHANGE: 20090710 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPATIALIZER AUDIO LABORATORIES INC CENTRAL INDEX KEY: 0000890821 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 954484725 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26460 FILM NUMBER: 09939636 BUSINESS ADDRESS: STREET 1: 2025 GATEWAY PLACE STREET 2: SUITE 365 CITY: SAN JOSE STATE: CA ZIP: 95110 BUSINESS PHONE: 3102273370 MAIL ADDRESS: STREET 1: 2625 TOWNSGATE ROAD STREET 2: SUITE 330 CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91361 8-K 1 spzr8_k.htm SPATIALIZER AUDIO LABORATORIES, INC. FORM 8-K Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20459
 
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): July 7, 2009
Spatializer Audio Laboratories, Inc.
(Exact name of Registrant as specified in its charter)

Delaware   000-26460   95-4484725
(State or other jurisdiction
of incorporation)
  
(Commission File
Number)
  
(IRS Employer
Identification No.)

 
410 Park Avenue--15th Floor   New York, New York 10022
(Address of principal corporate offices)                    (Zip Code)

Registrant’s telephone number, including area code: (212) 231-8359
 

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 1.01 Entry Into a Material Definitive Agreement
 

On July 7, 2009, Spatializer Audio Laboratories, Inc. entered into Subscription Agreements (see attached model of same) with the below listed purchasers, each of whom is an accredited investor as defined in Rule 501 of Regulation D under the Securities Act of 1933 (the “Securities Act”):
 

Gregg Schneider, CFO
     4,505,000  
Jay Gottlieb, CEO
     5,584,615  
Josh Krom, Director
     350,000  
Larry Kaplan
     982,577  
Daniel J. Pearce
     998,000  
William Vlahos
     1,079,808  
      13,500,000  
 
The above purchasers included three non-management purchasers and, as noted above, certain officers and directors of the Company. Such raise constituted a private placement properly exempt from the Securities Act pursuant to Section 4(2) and Regulation D Rule 505 thereunder.  The aggregate amount raised in the private placement was approximately $36,450.  The proceeds will be used to increase the Company's working capital balances.  The purchase price of $0.0027 per share was the average closing price for the 10 days ending June 5, 2009.
 

On June 30, 2009 the Company’s cash balance was approximately $13,000, down from approximately $67,000 at year-end and $36,000 at March 31, 2009.  Major causes of the cash drain were legal and accounting expenses related to compliance issues, which have since been satisfied.  
 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
  Spatializer Audio Laboratories, Inc.  
       
Dated: July 10, 2009
By:
Jay Gottlieb  
    Jay Gottlieb  
    Chairman of the Board, Secretary and Treasurer  
       
 

 
 
 

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