defa14a

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

2060 East Avenida de los arboles, #d190 |thousand oaks, CA 91362-1376

The Special Meeting of Stockholders is June 15 -— Please Vote Today!

May 31, 2007

Dear Spatializer Stockholder:

We recently mailed to you proxy material regarding a Special Meeting of Stockholders to be held on June 15. Our records indicate that we have not yet received your vote. If you have not yet voted, please review the proxy material and vote by signing and returning the enclosed proxy card. Holders in street-name may be able to vote their proxy by internet or toll-free telephone as provided in the instructions from their brokerage firm or bank on the enclosed voting form.

If you have already returned a proxy for the June 15 special meeting, please accept our thanks. You need take no further action at this time.

At the Special Meeting, stockholders will be asked to consider and vote upon the following matters, as described in the proxy material previously sent to you:

	(1)		The sale of all or substantially all of the assets of Spatializer and Desper Products, Inc., a wholly owned subsidiary of Spatializer, to DTS, Inc. and its wholly owned subsidiary DTS BVI, Limited pursuant to the terms of the Asset Purchase Agreement dated September 18, 2006;

	(2)		Approval of an amendment to Spatializer’s Certificate of Incorporation increasing the authorized number of shares of Common Stock (as defined in the proxy materials) from 65,000,000 shares to 300,000,000 shares;

	(3)		Authorization for the Board of Directors of Spatializer (the “Board”) to effect a reverse stock split of Spatializer’s Common Stock at a specific ratio to be determined by the Board within a range from one-for-five to one-for-fifty; and

	4)		Such other matters as properly be presented at the Special Meeting or any adjournment or postponement thereof.

The Board has approved and recommends that the stockholders vote FOR each of the matters described in proposals nos. 1, 2, and 3 above.

If you need assistance in voting your shares, please contact our proxy solicitor, Morrow & Co., Inc. at 800-607-0088.


o		Preliminary Proxy Statement




o		Definitive Proxy Statement




o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))




x		Definitive Additional Materials




o		Soliciting Material Pursuant to §240.14a-12


x	Fee not required.




o	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.




		(1)	Title of each class of securities to which transaction applies:




		(2)	Aggregate number of securities to which transaction applies:




		(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):




		(4)	Proposed maximum aggregate value of transaction:




		(5)	Total fee paid:




o		Fee paid previously with preliminary materials.




o		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.




		(1)	Amount Previously Paid:




		(2)	Form, Schedule or Registration Statement No.:




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		(4)	Date Filed: