**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

**FORM 10-Q/A**

**(AmendmentNo. 1)**

 

----

 
| **(Mark One)**                      |
|-------------------------------------|
| ** **                          |
| **ý**                          | **QUARTERLY  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT OF 1934** |
| ** **                          | ** ** |
| ** **                          | **For the quarterly period ended September 30, 2005** |
| ** **                          | ** ** |
| **OR**                              |
| ** **                          | ** ** |
| **o**                               | **TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
| ** **                          | ** ** |
| ** **                          | **For the transition period from            to          ** |
| ** **                          | ** ** |
| **Commission  File Number 0-21123** |

 

**SRS LABS, INC.**

(Exact name ofregistrant as specified in its charter)

 

| **Delaware**                     | ** ** | **33-0714264**      |
|----------------------------------|------------|---------------------|
| (State or other  jurisdiction of |       | (I.R.S. Employer    |
| incorporation or  organization)  |       | Identification No.) |

 

**2909Daimler Street, Santa Ana, California 92705**

(Address of principal executive offices) (ZipCode)

 

**(949) 442-1070**

(Registrant’s telephone number, includingarea code)

 

**NotApplicable**

(Former name, former address and formerfiscal year, if changed since last report)

 

Indicate by check mark whether the registrant(1) has filed all reports required to be filed by Section 13 or15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required tofile such reports), and (2) has been subject to such filing requirementsfor the past 90 days. Yes ý No o

 

Indicate bycheck mark whether the registrant is an accelerated filer (as defined inRule 12b-2 of the Exchange Act). Yes o   No ý

 

Indicate bycheck mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act). Yes o   No ý

 

Indicate the number ofshares outstanding of each of the issuer’s classes of common stock, as of thelatest practicable date: as of October 31, 2005, 14,901,124 of the issuer’scommon stock, par value $.001 per share, were outstanding; of that amount,674,098 shares were held as treasury shares.

 

 

----

 

**EXPLANATORYNOTE**

 

This Amendment No. 1 on Form 10-Q/A to theRegistrant’s Quarterly Report on Form 10-Q for the quarterly period endedSeptember 30, 2005, which was initially filed with the Securities and ExchangeCommission (the “Commission”) on November 10, 2005, is being made pursuant toPart II, Item 5(a) of Form 10-Q to amend Part II, Item 5 to include informationconcerning the payment of discretionary merit bonuses to certain executive officersof the Registrant that should have been reported on a current basis on Form 8-Kduring the period covered by the report. Part II, Item 6 is also being amendedto reflect the inclusion of the new certifications required by Rule 12b-15under the Securities Exchange Act of 1934.

 

The complete text of Item 5 and Item 6, asamended, is included in this Amendment No. 1.

 

With the exception of the foregoing, no otherinformation in the Quarterly Report on Form 10-Q for the quarterly period endedSeptember 30, 2005 has been supplemented, updated or amended.

 

2

----

** **

**PART II— OTHER INFORMATION**

 

**Item 5. Other Information**

 

Discretionary Merit Bonus Payments Related to Fiscal 2005

 

Based upon the overall performance of SRSLabs, Inc. (the “Company”) and the individual and collective performance as amanagement team for the quarterly measurement periods during the fiscal yearended December 31, 2005 (“Fiscal 2005”), the following executive officersof the Company were awarded discretionary merit bonuses on September 15,2005 for their efforts relating to the first and second quarters of Fiscal2005:

 

| **Name**                 | ** ** | **Payment** | ** ** |
|--------------------------|------------|-------------|------------|
| Thomas C.K. Yuen (1)     |       |        | $          |   8,663.00 |   |   |
| Janet M. Biski (2)       |       |        | $          |   5,775.00 |   |   |
| Jennifer A. Drescher (3) |       |        | $          |   4,331.00 |   |   |
| Alan D. Kraemer (4)      |       |        | $          |   6,728.00 |   |   |
| Sarah Yang (5)           |       |        | $          |   5,198.00 |   |   |

 

----

(1)           Chief Executive Officerof the Company.

(2)           Ms. Biskiserved as Chief Financial Officer, Secretary and Treasurer untilJanuary 2, 2006 and served as Vice President from January 2, 2006 toMarch 31, 2006.

(3)           Ms. Drescherserved as Vice President, Corporate Communications until January 12, 2006and currently serves as Director of Sales Operations, a non-officer position.

(4)           Executive VicePresident, Chief Technology Officer.

(5)           Vice President,Software Engineering.

 

**Item 6.  Exhibits**

 

The exhibits listed below are hereby filed with the U.S. Securities andExchange Commission as part of this Report.

 
| **Exhibit  Number** | ** ** | **Description**                                                                                                                                                                                                                                                                                                                                                               |
|---------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1                 |       | Certificate of Incorporation of the Company, previously filed with  the Commission as Exhibit 3.1 to the Company’s Registration Statement on  Form SB-2, specifically included in Amendment No. 1 to such  Registration Statement filed with the Commission on July 3, 1996 (File  No. 333-4974-LA), which is incorporated herein by reference. |
|                |       |                                                                                                                                                                                                                                                                                                                                                                          |
| 3.2                 |       | Bylaws of the Company, previously filed with the Commission as  Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the  period ended September 30, 1999, filed with the Commission on November 12,  1999, which is incorporated herein by reference.                                                                                     |
|                |       |                                                                                                                                                                                                                                                                                                                                                                          |
| 10.1                |       | Employment Letter Agreement dated June 24, 2005, between the  Company and Michael Franzi, previously filed with the Commission as  Exhibit 10.1 to the Form 8-K, filed with the Commission on  August 16, 2005, which is incorporated herein by reference.                                                                                                |
|                |       |                                                                                                                                                                                                                                                                                                                                                                          |
| 10.2                |       | Separation Agreement dated September 30, 2005, between the Company  and Philip Wong, previously filed with the Commission as Exhibit 10.1 to the  Form 8-K, filed with the Commission on September 30, 2005, which is  incorporated herein by reference.                                                                                                                      |
|                |       |                                                                                                                                                                                                                                                                                                                                                                          |
| 31.1                |       | Certification of Chief Executive Officer of SRS Labs, Inc.,  pursuant to Rule 13a-14 of the Securities Exchange Act.                                                                                                                                                                                                                                                |

 

3

----

 
| 31.2   |   | Certification of Chief Financial Officer of SRS Labs, Inc.,  pursuant to Rule 13a-14 of the Securities Exchange Act.    |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                              |
| 32.1   |   | Certification of Chief Executive Officer of SRS Labs, Inc.,  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|   |   |                                                                                                                              |
| 32.2   |   | Certification of Chief Financial Officer of SRS Labs, Inc.,  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |

 

4

----

 

**SIGNATURES**

 

Pursuant to the requirements of the SecuritiesExchange Act of 1934, the registrant has duly caused this report to be signedon its behalf by the undersigned thereunto duly authorized.

 
|                          | SRS LABS, INC., a Delaware corporation |
|-------------------------------|---------------------------------------------|
|                          |                                        |   |
| Date:  May 10, 2006 | By:                                         | /s/ THOMAS C.K. YUEN |   |
|                          |                                        | Thomas C.K. Yuen |
|                          |                                        | Chairman of the Board and  Chief Executive Officer |
|                          |                                        | (Principal Executive  Officer) |
| ** **                    | ** **                                  | ** ** |
| ** **                    | ** **                                  | ** ** |
| Date:  May 10, 2006 | By:                                         | /s/ ULRICH GOTTSCHLING |   |
|                          |                                        | Ulrich Gottschling |
|                          |                                        | Chief Financial Officer,  Treasurer and Secretary |
|                          |                                        | (Principal Financial and  Accounting Officer) |

 

5

----