8-K

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): June 29, 2007

Spatializer Audio Laboratories, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	000-26460	95-4484725
(State or other jurisdiction	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)
2060 East Avenida de Los Arboles, #D190, Thousand Oaks, California		91362
(Address of principal corporate offices)		(Zip Code)

Registrant’s telephone number, including area code: (408) 453-4180

     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 April 25, 2007, Spatializer Audio Laboratories, Inc. (the “Company”) entered into a Common Stock Purchase Agreement (the “Stock Purchase Agreement”) with Jay A. Gottlieb, Greggory A. Schneider and Helaine Kaplan (collectively, the “Investors”), pursuant to which the Company sold and the Investors collectively purchased 16,236,615 shares of common stock of the Company for an aggregate purchase price of $162,366.15 with a potential additional payment of $259,786 to be released from an escrow account to the Company upon the consummation of the sale of substantially all of the assets of the Company (the “Asset Sale”) by June 30, 2007 pursuant to the Asset Purchase Agreement more fully described below. On June 29, 2007, the Company and the Purchasers amended the Stock Purchase Agreement to extend the date to which the Asset Sale was required to be consummated from June 30, 2007 to any time prior to July 6, 2007.

     Item 2.01 Completion of Acquisition or Disposition of Assets.

     On July 2, 2007, Spatializer Audio Laboratories, Inc. (the “Company”) and its wholly-owned subsidiary, Desper Products, Inc., a California corporation (“Desper”), consummated the sale of substantially all of their assets pursuant to a certain Asset Purchase Agreement, dated September 18, 2006 (the “Asset Purchase Agreement”), with DTS, Inc., a Delaware corporation (“DTS”), and DTS BVI Limited, a British Virgin Islands corporation and a wholly owned subsidiary of DTS (“BVI”), for an aggregate cash purchase price of $1,000,000. DTS and BVI have also agreed to assume and to pay, perform and discharge when due, all liabilities, obligations and commitments under certain specified contracts (the “Assumed Contracts”) to the extent arising or relating to performance by the Company or Desper after the date of closing, other than any liabilities arising due to any breach of any such Assumed Contract by the Company or Desper. Prior to the closing, DTS and BVI assigned their respective rights and obligations under the Asset Purchase Agreement to an indirect subsidiary of DTS, DTS Licensing Limited, a company organized under the laws of Ireland (“DLL,” together with DTS and BVI, the “Purchasers”) and the parties to the Asset Purchase Agreement extended the termination date of the Asset Purchase Agreement from June 30, 2007 to July 2, 2007.

     The Asset Purchase Agreement and the transactions contemplated therein were approved by the stockholders of the Company at a special meeting on June 15, 2007.

     There are no material relationships between the Purchasers and the Company or any of the Company’s affiliates, directors or officers or any associate of any director or any officer.

     A press release relating to the foregoing was issued on July 2, 2007. A copy of the press release is being furnished herewith as Exhibit 99.1.

     The foregoing summary of the terms of the Asset Purchase Agreement does not purport to describe in full all the provisions of the Asset Purchase Agreement and is qualified in its entirety by the Asset Purchase Agreement, a copy of which has been filed as Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed November 14, 2006 and is incorporated by reference.

     Item 9.01 Financial Statements and Exhibits

     (d)     Exhibits.

     The following exhibit is furnished as part of this report:

Exhibit
Number	Description of Exhibit
10.1	First Amendment to Common Stock Purchase Agreement, dated June 29, 2007, by and among Spatializer Audio Laboratories, Inc. and the Investors listed thereto.
99.1	Press Release of Spatializer Audio Laboratories, Inc., dated July 2, 2007, announcing the consummation of the sale of substantially all of the assets of the Company.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Spatializer Audio Laboratories, Inc.
Date: July 2, 2007	By:	/s/ Henry R. Mandell
		Henry R. Mandell
		Chairman of the Board and Secretary

Exhibit Index

Exhibit
Number	Description of Exhibit
10.1	First Amendment to Common Stock Purchase Agreement, dated June 29, 2007, by and among Spatializer Audio Laboratories, Inc. and the Investors listed thereto.
99.1	Press Release of Spatializer Audio Laboratories, Inc., dated July 2, 2007, announcing the consummation of the sale of substantially all of the assets of the Company.

EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO

COMMON STOCK PURCHASE AGREEMENT

     This FIRST AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT (the “Amendment”), dated as of June 29, 2007, is made by and among Spatializer Audio Laboratories, Inc., a Delaware corporation (the “Company”), and each of Jay Gottlieb, Gregg Schneider and Helaine Kaplan (collectively, the “Investors”), with reference to the following facts:

     A. The Company and the Investors are parties to that certain Common Stock Purchase Agreement, dated as of April 25, 2007 (the “Purchase Agreement”), providing for the sale of common stock of the Company for an initial payment of $162,366.15 and a second payment $259,786 in the event of the closing of the transactions contemplated by the Asset Purchase Agreement by June 30, 2007.

     B. The parties hereto wish to amend the Purchase Agreement, as it relates to the date of the closing of the transactions contemplated by the Asset Purchase Agreement, on the terms and conditions set forth below.

     C. Pursuant to the Section 9.7 of the Purchase Agreement, the Purchase Agreement may be amended in writing by the Company and by the Investors holding at least a majority of the then outstanding Shares.

     NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

     1. Amendment to Purchase Agreement. For valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby amend the last sentence of Section 1.2 of the Purchase Agreement to read in its entirety as follows:

“In the event that the closing of the Asset Purchase Agreement does not occur prior to July 6, 2007, the Escrow Funds shall be released to each of the Investors in an amount equal to the amount paid into the Escrow Fund by such Investor.”

     2. Miscellaneous. Except as set forth in Section 1 above, the Purchase Agreement is not being amended hereby and shall remain in full force and effect in accordance with its terms. This Amendment and all actions arising out of or in connection with this Amendment shall be governed by and construed in accordance with the laws of the State of California, without regard to the conflicts of law provisions of the State of California or of any other state. This Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which together shall be deemed to constitute one instrument. All capitalized terms used but not defined herein shall have the meaning therefor set forth in the Purchase Agreement.

     IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above.

COMPANY: SPATIALIZER AUDIO LABORATORIES, INC., a Delaware corporation
By:	/s/ Henry Mandell
	Henry Mandell, Chairman

INVESTORS’
COUNTERPART SIGNATURE PAGE TO
FIRST AMENDMENT TO
PURCHASE AGREEMENT

INVESTORS:
By:	/s/ Jay A. Gottlieb
	Jay A. Gottlieb
By:	/s/ Greggory Schneider
	Greggory Schneider
By:	/s/ Helaine Kaplan
	Helaine Kaplan

EX-99.1

Exhibit 99.1

CONTACT: INVESTOR RELATIONS

Henry R. Mandell, Chairman
Spatializer Audio Laboratories, Inc.

spatializeraudiolabs@yahoo.com

SPATIALIZER AUDIO LABORATORIES CONSUMATES
SALE OF ASSETS

Los Angeles, Calif., July 2, 2007- Spatializer Audio Laboratories, Inc. (OTC Bulletin Board: SPAZ) (the “Company”) announced that on July 2, 2007, the Company and its wholly-owned subsidiary, Desper Products, Inc., a California corporation (“Desper”), consummated the sale of substantially all of their assets pursuant to a certain Asset Purchase Agreement, dated September 18, 2006 (the “Asset Purchase Agreement”), with DTS, Inc., a Delaware corporation (“DTS”), and DTS BVI Limited, a British Virgin Islands corporation and a wholly owned subsidiary of DTS (“BVI”), for an aggregate cash purchase price of $1,000,000. DTS and BVI have also agreed to assume and to pay, perform and discharge when due, all liabilities, obligations and commitments under certain specified contracts (the “Assumed Contracts”) to the extent arising or relating to performance by the Company or Desper after the date of closing, other than any liabilities arising due to any breach of any such Assumed Contract by the Company or Desper. Prior to the closing, DTS and BVI assigned their respective rights and obligations under the Asset Purchase Agreement to an indirect subsidiary of DTS, DTS Licensing Limited, a company organized under the laws of Ireland and the parties to the Asset Purchase Agreement extended the termination date of the Asset Purchase Agreement from June 30, 2007 to July 2, 2007.

     The Asset Purchase Agreement and the transactions contemplated therein were approved by the stockholders of the Company at a special meeting on June 15, 2007. Upon the conclusion of a nine month indemnification period, the Company plans to distribute substantially all of its remaining cash assets to its stockholders.

     About Spatializer

     Spatializer Audio Laboratories Inc. was a developer, licensor and marketer of next-generation audio technologies for the consumer electronics, computing and mobile communication markets. The company’s advanced audio technology has been incorporated into consumer electronics audio and video products, PC and mobile phone handsets from several global brand leaders. The Company has ceased operations. Spatializer stock is traded on the OTC Bulletin Board under the symbol: SPAZ. The company is headquartered in Thousand Oaks, CA. Further information may be obtained from Spatializer’s SEC filings, and by contacting the company’s Investor Relations Department at spatializeraudiolabs@yahoo.com.

Safe Harbor Act Statement Under the Private Securities Litigation Reform Act of 1995: Certain information in this press release are forward looking statements that are based on management’s belief, as well as assumptions made by, and information currently available to management. While the company believes that its expectations are based upon reasonable assumptions, there can be no assurances that the company’s financial goals will be realized. Numerous uncertainties and risk factors may affect the company’s actual results and may cause results to differ materially from those expressed in forward-looking statements made by or on behalf of the company. These uncertainties and risk factors include, but are not limited to the continued need for additional capital, loss of key personnel, dependence on new technology and intellectual property, dependence on the PC and consumer electronics industries, dependence on product shipments of third-party licensees, dependence on third-party technology integrators or chip suppliers, competition and pricing pressures, and other risks detailed from time to time in the company’s periodic reports filed with the Securities and Exchange Commission.

NOTE: Desper Products Inc. is a wholly owned subsidiary of Spatializer Audio Laboratories Inc. Spatializer^® is a registered trademark of Desper Products Inc. All other trademarks are the property of their respective owners.

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