**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 June 30, 2006**                                                                                   |
| ** **                                                                                                                          |
| **OR**                                                                                                                              |
| ** **                                                                                                                          |
| **o**                                                                                                                               | **TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF  1934** |
| ** **                                                                                                                          | ** **                                                                                          |
| **For the  transition period           to        ** |
| ** **                                                                                                                          | ** **                                                                                          |
| **Commission File Number 0-21123**                                                                                                  |

 

**SRSLABS, INC.**

(Exactname of registrant as specified in its charter)
| **Delaware**                                                     | ** ** | **33-0714264**                        |
|------------------------------------------------------------------|------------|---------------------------------------|
| (State or other  jurisdiction of  incorporation or organization) |       | (I.R.S. Employer  Identification No.) |

 

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

(Address of principalexecutive offices) (Zip Code)

**(949) 442-1070**

(Registrant’s telephonenumber, including area code)

Indicate by checkmark whether the registrant (1) has filed all reports required to be filedby Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days. Yes x No  ̈

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer,or a non-accelerated filer. See definition of “accelerated filer and largeaccelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
|   | Large accelerated  filer  o | Accelerated  filer  o |   | Non-accelerated  filer  x |
|--------|---------------------------------------|---------------------------------|--------|-------------------------------------|

 

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2of the Exchange Act). Yes o   No x

As of July 24, 2006,15,584,819 of the issuer’s common stock, par value $.001 per share, wereoutstanding; of this amount, 674,098 shares of the common stock were held astreasury shares.

 

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**EXPLANATORYNOTE**

SRS Labs, Inc. is filing this Amendment No. 1 on Form10-Q/A (the “Amendment”) to its Quarterly Report on Form 10-Q for the quarterlyperiod ended June 30, 2006, as filed with the Securities and ExchangeCommission on August 8, 2006 (the “Original Filing”), solely to revise theexhibit list contained in Part II, Item 6 and the Exhibit Index and to filecertain documents indicated on such exhibit list.  This Amendment does not otherwise amend orupdate the Original Filing.

2

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**PART II - OTHER INFORMATION**

**Item6.  Exhibits**

The exhibits listed below are hereby filed with theU.S. Securities and Exchange Commission (the “SEC”).
| **Exhibit  Number** | ** ** | **Description** |
|---------------------|------------|-----------------|
|                | 3.1        |            | Certificate of  Incorporation of the Company, previously filed with the SEC 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 SEC 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 SEC as Exhibit 3.1 to the Company’s Quarterly  Report on Form 10-Q/A for the period ended September 30, 1999, filed with the  SEC on November 12, 1999, which is incorporated herein by reference. |
|                |       |            |   |
|                | 10.1       |            | Termination Agreement  dated June 30, 2006 between SRS Labs, Inc. and Coming Home Studios, LLC,  previously filed as Exhibit 10.1 to the Company’s Form 8-K filed with the SEC  on July 7, 2006, which is incorporated herein by reference. |
|                |       |            |   |
|                | 10.2       |            | Promissory Note dated  June 30, 2006 between SRS Labs, Inc. and Coming Home Studios, LLC. previously  filed as Exhibit 10.2 to the Company’s Form 8-K filed with the SEC on July 7,  2006, which is incorporated herein by reference. |
|                |       |            |   |
|                | 10.3       |            | Security Agreement  dated June 30, 2006 between SRS Labs, Inc. and Coming Home Studios, LLC,  previously filed as Exhibit 10.3 to the Company’s Form 8-K filed with the SEC  on July 7, 2006, which is incorporated herein by reference. |
|                |       |            |   |
|                | 10.4       |            | Assignment dated June  30, 2006 between SRS Labs, Inc. and Coming Home Studios, LLC, previously  filed as Exhibit 10.4 to the Company’s Form 8-K filed with the SEC on July 7,  2006, which is incorporated herein by reference. |
|                |       |            |   |
|                | 10.5       |            | First Amendment to the  Strategic Alliance Agreement dated June 30, 2006 between SRS Labs, Inc. and  Coming Home Studios, LLC, previously filed as Exhibit 10.5 to the Company’s  Form 8-K filed with the SEC on July 7, 2006, which is incorporated herein by  reference. |
|                |       |            |   |
|                | 10.6       |            | SRS Labs, Inc. 2006  Stock Incentive Plan, previously filed as Exhibit 10.1 to the Company’s Form  8-K filed with the SEC on June 28, 2006, which is incorporated herein by  reference. |
|                |       |            |   |
|                | 10.7       |            | SRS Labs, Inc. Patent  Reward Program, previously filed as Exhibit 10.2 to the Company’s Form 8-K  filed with the SEC on June 28, 2006, which is incorporated herein by  reference. |
|                |       |            |   |
|                | 10.8       |            | SRS Labs, Inc. 2006  Profit Sharing and Bonus Plan, previously filed as Exhibit 99.1 to the  Company’s Form 8-K filed with the SEC on April 18, 2006, which is  incorporated herein by reference. |
|                |       |            |   |
|                | 10.9       |            | Form of Stock Option  Award Agreement under the SRS Labs, Inc. 2006 Stock Incentive Plan. |
|                |       |            |   |
|                | 10.10      |            | Form of Restricted  Share Award Agreement under the SRS Labs, Inc. 2006 Stock Incentive Plan. |
|                |       |            |   |
|                | 10.11      |            | Form of Restricted Share  Unit Award Agreement under the SRS Labs, Inc. 2006 Stock Incentive Plan. |
|                |       |            |   |
|                | 10.12      |            | Form of SAR Award  Agreement under the SRS Labs, Inc. 2006 Stock Incentive Plan. |
|                |       |            |   |
|                | 31.1       |            | Certification of Chief  Executive Officer of SRS Labs, Inc., pursuant to Rule 13a-14 of the  Securities Exchange Act. |
|                |       |            |   |
|                | 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. |

 

3

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**SIGNATURES**

Pursuant to the requirementsof the Securities Exchange Act of 1934, the registrant has duly caused thisreport to be signed on its behalf by the undersigned thereunto duly authorized.
|                                 | SRS  LABS, INC. |
|--------------------------------------|----------------------|
|                                 |                 |   |
| Date:  September  22, 2006 | By:                  | /S/ THOMAS C.K. YUEN |
|                                 |                 | Thomas C.K. Yuen |
|                                 |                 | Chairman of the  Board and Chief Executive Officer |
|                                 |                 | (Principal  Executive Officer) |
| ** **                           | ** **           | ** ** |
| ** **                           | ** **           | ** ** |
| Date:  September  22, 2006 | By:                  | /S/ ULRICH GOTTSCHLING |
|                                 |                 | Ulrich Gottschling |
|                                 |                 | Chief Financial  Officer |
|                                 |                 | (Principal  Financial and Accounting Officer) |

 

4

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**EXHIBIT INDEX**
| **Exhibit  Number** | ** ** | **Description** |
|---------------------|------------|-----------------|
|                | 3.1        |            | Certificate of  Incorporation of the Company, previously filed with the SEC 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 SEC 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 SEC as Exhibit 3.1 to the Company’s Quarterly  Report on Form 10-Q/A for the period ended September 30, 1999, filed with the  SEC on November 12, 1999, which is incorporated herein by reference. |
|                |       |            |   |
|                | 10.1       |            | Termination Agreement  dated June 30, 2006 between SRS Labs, Inc. and Coming Home Studios, LLC,  previously filed as Exhibit 10.1 to the Company’s Form 8-K filed with the SEC  on July 7, 2006, which is incorporated herein by reference. |
|                |       |            |   |
|                | 10.2       |            | Promissory Note dated  June 30, 2006 between SRS Labs, Inc. and Coming Home Studios, LLC. previously  filed as Exhibit 10.2 to the Company’s Form 8-K filed with the SEC on July 7,  2006, which is incorporated herein by reference. |
|                |       |            |   |
|                | 10.3       |            | Security Agreement  dated June 30, 2006 between SRS Labs, Inc. and Coming Home Studios, LLC,  previously filed as Exhibit 10.3 to the Company’s Form 8-K filed with the SEC  on July 7, 2006, which is incorporated herein by reference. |
|                |       |            |   |
|                | 10.4       |            | Assignment dated June  30, 2006 between SRS Labs, Inc. and Coming Home Studios, LLC, previously  filed as Exhibit 10.4 to the Company’s Form 8-K filed with the SEC on July 7,  2006, which is incorporated herein by reference. |
|                |       |            |   |
|                | 10.5       |            | First Amendment to the  Strategic Alliance Agreement dated June 30, 2006 between SRS Labs, Inc. and  Coming Home Studios, LLC, previously filed as Exhibit 10.5 to the Company’s  Form 8-K filed with the SEC on July 7, 2006, which is incorporated herein by  reference. |
|                |       |            |   |
|                | 10.6       |            | SRS Labs, Inc. 2006  Stock Incentive Plan, previously filed as Exhibit 10.1 to the Company’s Form  8-K filed with the SEC on June 28, 2006, which is incorporated herein by  reference. |
|                |       |            |   |
|                | 10.7       |            | SRS Labs, Inc. Patent  Reward Program, previously filed as Exhibit 10.2 to the Company’s Form 8-K  filed with the SEC on June 28, 2006, which is incorporated herein by  reference. |
|                |       |            |   |
|                | 10.8       |            | SRS Labs, Inc. 2006  Profit Sharing and Bonus Plan, previously filed as Exhibit 99.1 to the Company’s  Form 8-K filed with the SEC on April 18, 2006, which is incorporated herein  by reference. |
|                |       |            |   |
|                | 10.9       |            | Form of Stock Option  Award Agreement under the SRS Labs, Inc. 2006 Stock Incentive Plan. |
|                |       |            |   |
|                | 10.10      |            | Form of Restricted  Share Award Agreement under the SRS Labs, Inc. 2006 Stock Incentive Plan. |
|                |       |            |   |
|                | 10.11      |            | Form of Restricted  Share Unit Award Agreement under the SRS Labs, Inc. 2006 Stock Incentive  Plan. |
|                |       |            |   |
|                | 10.12      |            | Form of SAR Award  Agreement under the SRS Labs, Inc. 2006 Stock Incentive Plan. |
|                |       |            |   |
|                | 31.1       |            | Certification of Chief  Executive Officer of SRS Labs, Inc., pursuant to Rule 13a-14 of the  Securities Exchange Act. |
|                |       |            |   |
|                | 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. |

 

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