0001477932-11-001761.txt : 20110829 0001477932-11-001761.hdr.sgml : 20110829 20110829171249 ACCESSION NUMBER: 0001477932-11-001761 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110825 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20110829 DATE AS OF CHANGE: 20110829 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: 111063570 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 spzr_8k.htm FORM 8-K spzr_8k.htm
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): August 25, 2011
 
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 August 25, 2011, Spatializer Audio Laboratories, Inc. finalized a sale of certain securities to certain officers and directors of the Company (collectively, the "Private Placement"). The Company will convert $67,451 of debt owed to two of the Companys Directors (Jay Gottlieb and Gregg Schneider) at the 8/19/11 closing price of $0.0155 per share. In addition, an additional investment of $20,000 at the same price is being made to Mr. Schneider. The net effect of this transaction will extinguish the approximately ($65,000) negative book value and return the balance sheet to positive net worth and provide necessary working capital through the end of the year. The aggregate shares issued in this Private Offering are the following: 2,334,516 shares to Gregg Schneider, CFO and 3,307,484 shares to Jay Gottlieb. CEO.

THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR APPLICABLE STATE SECURITIES LAWS.  THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SHARES UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
 
 
 
 
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: August 29, 2011
By:
/s/ Jay Gottlieb
  
   
Jay Gottlieb
  
   
Chairman of the Board, President, Secretary, Treasurer and Principal Executive Officer
  
       
 

 
 
2