** **

**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-Q/A**

**(Amendment No. 1)**

 

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| **(Mark One)**                                                                                                                                                                |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **ý**                                                                                                                                                                    | ** ** | **QUARTERLY REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT OF 1934** |
| ** **                                                                                                                                                                    | ** ** | ** ** |
| **For the quarterly period ended June 30, 2003**                                                                                                                              |
| ** **                                                                                                                                                                    |
| **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 of registrant as specified in itscharter)

 

| **Delaware**                                                                        | ** ** | **33-0714264**                        |
|-------------------------------------------------------------------------------------|------------|---------------------------------------|
| (State or other jurisdiction of  incorporation or organization)                     |       | (I.R.S. Employer  Identification No.) |
|                                                                                |       |                                  |
| **2909 Daimler Street, Santa Ana, California  92705**                               |
| (Address of principal executive offices)  (Zip Code)                                |
|                                                                                |       |                                  |
| **(949) 442-1070**                                                             |
| (Registrant’s telephone number, including  area code)                          |
|                                                                                |       |                                  |
| **Not Applicable**                                                                  |
| (Former name, former address and former  fiscal year, if changed since last report) |

 

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Indicate by check mark whether the registrant(1) has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12 months (orfor such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past90 days. Yes ý No o

 

Indicate by check mark whether the registrant isan accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes o   No ý

 

Indicate the number of shares outstanding ofeach of the issuer’s classes of common stock, as of the latest practicabledate: as of August 1, 2003, 12,988,198 of the issuer’s common stock, par value$.001 per share, were outstanding. In addition, as of August 1, 2003, 225,300shares of the issuer’s common stock were held as treasury shares.

 

 

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**EXPLANATORY NOTE**

 

This Form 10-Q/A is being filed for the purposeof amending Part II, tem 4, “Submission of Matters to a Vote of SecurityHolders” of the Quarterly report on Form 10-Q for the quarterly period endedJune 30, 2003, which was filed by SRS Labs, Inc., a Delaware corporation, onAugust 13, 2003 (the “Original Filing”). The sole  purpose of this amendment is tocorrect an error that was discovered in the results of the items voted upon atthe June 18, 2003 Annual Meeting of Stockholders previously reported in theOriginal Filing.  Specifically, theproposal to approve an amendment to the SRS Labs, Inc. Amended and Restated1996 Long-Term Incentive Plan to increase the number of shares of common stockavailable for issuance thereunder by 1,500,000 was incorrectly reported in theOriginal Filing as having failed, when, in fact, the proposal passed.

 

**PART II—OTHER INFORMATION**

 

**Item 4.****                       Submission of Matters to a Voteof Security Holders.**

 

The Annual Meeting of Stockholders of SRS Labs,Inc. was held on June 18, 2003 for the purpose of (a) electing oneClass I director to the Board of Directors, (b) voting on a proposal toapprove an amendment to the SRS Labs, Inc. Amended and Restated 1996 Long-TermIncentive Plan (the “Option Plan”) to increase the number of shares of commonstock available for issuance thereunder by 1,500,000, and (c)voting on aproposal to ratify the appointment of BDO Seidman LLP as independent auditorsfor the fiscal year ending December 31, 2003.

 

Winston E. Hickman was elected to serve as aClass I Director of the Company for a three-year term expiring at the 2006Annual Meeting of Stockholders. John Tu continued in office as a Class IIDirector and Stephen V. Sedmark, Sam Yau and Thomas C.K. Yuen continued inoffice as Class III Directors.  Thetabulation of the votes cast for the election of Mr. Hickman was asfollows:

 
| ** ** | ** ** | **Votes For** | ** ** | **Votes Withheld** | ** ** |
|------------|------------|---------------|------------|--------------------|------------|
|       |       | 11,986,065    |       | 339,043            |       |

 

The proposal to amend the Option Plan wasapproved.  The number of affirmativevotes required to approve the proposal was  3,910,619.  The tabulation of votes was as follows:

 
| ** ** | ** ** | **Votes For** | ** ** | **Votes Against** | ** ** | **Abstentions** | ** ** | **Broker Non-Votes** | ** ** |
|------------|------------|---------------|------------|-------------------|------------|-----------------|------------|----------------------|------------|
|       |       | 5,953,131     |       | 1,866,594         |       | 15,111          |       | 4,503,872            |       |

 

The proposal to ratify the appointment of BDOSeidman LLP as independent auditors for the fiscal year ending December 31,2003 was approved.  The number ofaffirmative votes required to approve the proposal was  6,162,555.  The tabulation of votes was as follows:

 
| ** ** | ** ** | **Votes For** | ** ** | **Votes Against** | ** ** | **Abstentions** | ** ** | **Broker Non-Votes** | ** ** |
|------------|------------|---------------|------------|-------------------|------------|-----------------|------------|----------------------|------------|
|       |       | 12,310,350    |       | 3,731             |       | 11,027          |       | 0                    |       |

 

 

**Item 6.**** Exhibits and Reports on Form 8-K.**

 

(a)           *Exhibits*.

 

The exhibit listed below is hereby filed with the Commission as part ofthis Report.

 
| **Exhibit  Number** | ** ** | **Description**                                                                                                         |
|---------------------|------------|-------------------------------------------------------------------------------------------------------------------------|
|                |       |                                                                                                                    |
| 31.1*               |       | Certification of Chief  Executive Officer of SRS Labs, Inc., Pursuant to Section 13a-14 of the  Securities Exchange Act |
|                |       |                                                                                                                    |
| 31.2*               |       | Certification of Chief  Financial Officer of SRS Labs, Inc., Pursuant to Section 13a-14 of the  Securities Exchange Act |
|                |       |                                                                                                                    |
| 31.3                |       | Certification of Chief  Executive Officer of SRS Labs, Inc., Pursuant to Section 13a-14 of the  Securities Exchange Act |
|                |       |                                                                                                                    |
| 31.4                |       | Certification of Chief  Financial Officer of SRS Labs, Inc., Pursuant to Section 13a-14 of the  Securities Exchange Act |

 

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| 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. |
|   |   |                                                                                                                     |
| 32.3   |   | Certification of Chief  Executive Officer of SRS Labs, Inc., Pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002. |
|   |   |                                                                                                                     |
| 32.4   |   | Certification of Chief  Financial Officer of SRS Labs, Inc., Pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002. |
|   |   |                                                                                                                     |
|        |
|   |   | *Previously filed.                                                                                                       |

 

 

(b)                         *Reports on Form 8-K.*

 

On May 13, 2003, SRS Labs filed a report on Form 8-K datedMay 13, 2003 announcing its operating results for the first quarter of thefiscal year ending December 31, 2003.

 

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**SIGNATURES**

 

Pursuant to the requirements of theSecurities Exchange Act of 1934, the registrant has duly caused this report tobe signed on its behalf by the undersigned thereunto duly authorized.

 

 
|                    | SRS LABS, INC.,  a Delaware corporation |
|-------------------------|----------------------------------------------|
|                    |                                         |
| Date: February 19, 2004 | By:                                          | /s/  THOMAS C.K. YUEN |
| ** **              | ** **                                   | **Thomas  C.K. Yuen** |
| ** **              | ** **                                   | **Chairman  of the Board and Chief Executive Officer** |
| ** **              | ** **                                   | **(Principal  Executive Officer)** |
| ** **              | ** **                                   | ** ** |
| ** **              | ** **                                   | ** ** |
| Date: February 19, 2004 | By:                                          | /s/  JANET M. BISKI |
| ** **              | ** **                                   | **Janet  M. Biski** |
| ** **              | ** **                                   | **Chief  Financial Officer** |
| ** **              | ** **                                   | **(Principal  Financial and Accounting Officer)** |

 

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