SRSL Srs Labs, Inc. (MM)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 2054

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 7, 2008

SRS LABS, INC.

(Exact name of registrant as specified in charter)

Registrant’s telephone number, including area code: (949) 442-1070

Not Applicable

(Former name or former address, if changed since last report)

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:

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))

x            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.               Other Events

On August 7, 2008, SRS Labs, Inc. (the “Company”)  issued a press release announcing its intention to repurchase up to $10 million of the Company’s common stock in a modified “Dutch auction” tender offer. The Company currently expects to commence the tender offer in August 2008.  A copy of the press release related to this matter is being filed as Exhibit 99.1 to this Form 8-K and it is incorporated by reference in its entirety.

The Company has suspended its previously announced stock repurchase program pursuant to which the Company was seeking to purchase of up to $10 million of the Company’s outstanding common stock during the six month period commencing on May 20, 2008.

Additional Information and Where to Find It

This communication is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell shares of the common stock of SRS Labs, Inc.. The solicitation of offers to buy shares of the Company’s common stock will only be made pursuant to the offer to purchase, to be issued in connection with the launch of the tender offer (as may be amended or supplemented), the related letter of transmittal, and other related documents that the Company intends to send to its stockholders. The tender offer materials will contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials will be distributed by the Company to its stockholders at no expense to them. All of those materials and all other documents the Company files with the Securities and Exchange Commission (the “SEC”) will also be available at no charge on the SEC’s website at www.sec.gov and from the Company’s information agent.

Item 9.01.               Financial Statements and Exhibits.

(a)            Not Applicable.

(b)            Not Applicable.

(c)            Not Applicable.

(d)            Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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