SRSL Srs Labs, Inc. (MM)

As filed with the Securities and Exchange Commission on July 16, 2008

Registration No. 333-           

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

SRS LABS, INC.

(Exact name of registrant as specified in its charter)

2909 Daimler Street, Santa Ana, California  92705

(Address of registrant’s principal executive offices)  (Zip Code)

SRS LABS, INC. 2006 STOCK INCENTIVE PLAN

(Full title of the plan)

Ulrich Gottschling
Chief Financial Officer, Treasurer and Secretary
SRS Labs, Inc.
2909 Daimler Street
Santa Ana, California 92705

(Name and address of agent for service of process)

(949) 442-1070

(Telephone number, including area code, of agent for service of process)

With a copy to:
J.R. Kang, Esq.

Dorsey & Whitney LLP

38 Technology Drive, Suite 100

Irvine, CA 92618

(949) 932-3600

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

CALCULATION OF REGISTRATION FEE

(1)         Pursuant to Rule 416 under the Securities Act of 1933, this registration statement also covers any additional shares of registrant’s common stock that become issuable under the SRS Labs, Inc. 2006 Stock Incentive Plan by reason of any a stock dividend, stock split, recapitalization or other similar event effected without the registrant’s receipt of consideration which results in an increase in the number of outstanding shares of the registrant’s common stock.

(2)         Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and 457(h) under the Securities Act of 1933, as amended.  The proposed maximum aggregate offering price is based upon the average of the high and low prices of the registrant’s common stock traded on the Nasdaq Stock Market as reported on the consolidated reporting system on July 14, 2008.

PREFATORY NOTE

Pursuant to General Instruction E to Form S-8, this Registration Statement on Form S-8 registers the offer and sale of an additional 1,750,000 shares of common stock of SRS Labs, Inc. for issuance under the 2006 Stock Incentive Plan. The contents of the prior Registration Statement on Form S-8 filed with the Securities and Exchange Commission on September 25, 2006 (Registration No. 333-137569), relating to the 2006 Stock Incentive Plan, are incorporated herein by reference.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

In accordance with the Note to Part I of Form S-8, the information specified by Part I (Items 1 and 2) is omitted from this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.                                                            Incorporation of Documents by Reference.

The following documents, which have been filed with the Securities and Exchange Commission (the “Commission”) by SRS Labs, Inc. (the “Company”), are incorporated by reference in this Registration Statement, as of their respective dates:

(a)                                   the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007, filed with the Commission on March 13, 2008;

(b)                                  the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, filed with the Commission on May 8, 2008;

(c)                                   the Company’s Current Reports on Form 8-K, filed with the Commission on January 8, 2008, May 20, 2008 and July 7, 2008; and

(d)                                  the description of the Company’s common stock, par value $0.001 per share, as contained in the Registration Statement on Form 8-A filed on August 1, 1996, including any amendment or report filed for the purpose of updating such description filed for the purpose of updating such description.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the respective dates of filing of such documents.  The Company expressly excludes from such incorporation information furnished pursuant to Item 2.02 or Item 7.01 of any Current Report on Form 8-K.  Any document or any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a subsequently filed document or a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such document or such statement.  Any such document or statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

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Item 8.                    Exhibits.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Santa Ana, State of California, on July 15, 2008.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned persons does hereby constitute and appoint Thomas C.K. Yuen and Ulrich Gottschling, and each of them, or their substitute or substitutes, his or her true and lawful attorneys-in-fact and agents, with full power and authority to do any and all acts and things and to execute and file any and all instruments, documents or exhibits which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement.  Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments, documents or exhibits filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, with the powers of substitution and revocation, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, or their substitute or substitutes, shall lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:

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EXHIBIT INDEX

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