SRSL Srs Labs, Inc. (MM)

QuickLinks -- Click here to rapidly navigate through this document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE TO
Tender Offer Statement Under
Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934

---

SRS LABS, INC.
(Name of Subject Company (Issuer) and Name of Filing Person (Offeror))

Common Stock, $0.001 Par Value Per Share
(Title of Class of Securities)

78464M106
(CUSIP Number of Class of Securities)

---

Ulrich Gottschling
Chief Financial Officer, Treasurer and Secretary
SRS Labs, Inc.
2909 Daimler Street
Santa Ana, CA 92705
(949) 442-1070
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Filing Person(s))

Copies to:
Ellen S. Bancroft, Esq.
J.R. Kang, Esq.
Dorsey & Whitney LLP
38 Technology Drive, Suite 100
Irvine, CA 92618
(949) 932-3600

CALCULATION OF FILING FEE

*

Estimated solely for purposes of calculating the filing fee only. This amount is based on the purchase of 1,538,461 shares of common stock at the maximum tender offer price of $6.50.

**

The amount of the filing fee calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals $39.30 for each $1,000,000 of the value of the transaction.

o

Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

o

Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the following box if the filing is a final amendment reporting the results of the tender offer. o

---

Schedule TO

        This Tender Offer Statement on Schedule TO relates to the offer by SRS Labs, Inc., a Delaware corporation (the "Company" or "SRS"), to purchase up to $10,000,000 in value of its common stock, $0.001 par value per share, at a purchase price not greater than $6.50 nor less than $5.75 per share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 29, 2008 (the "Offer to Purchase"), a copy of which is attached hereto as Exhibit (a)(1)(A), and in the related Letter of Transmittal (which together, as they may be amended and supplemented from time to time, constitute the "Offer"), a copy of which is attached hereto as Exhibit (a)(1)(B). This Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The information contained in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference in this Schedule TO, as more particularly described below.

Item 1.    Summary Term Sheet.

        The information set forth under "Summary Term Sheet" in the Offer to Purchase is incorporated herein by reference.

Item 2.    Subject Company Information.

        (a)   The name of the issuer is SRS Labs, Inc., a Delaware corporation, and the address of its principal executive office is 2909 Daimler Street, Santa Ana, California 92705. The telephone number of its principal executive office is (949) 442-1070.

        (b)   The information set forth under "Introduction" in the Offer to Purchase is incorporated herein by reference.

        (c)   The information set forth in the Offer to Purchase under Section 8 ("Price Range of the Shares") is incorporated herein by reference.

Item 3.    Identity and Background of Filing Person.

        (a)   The Company is the filing person. The Company's address and telephone number are set forth in Item 2 above. The information set forth in the Offer to Purchase under Section 11 ("Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares") is incorporated herein by reference.

Item 4.    Terms of the Transaction.

        (a)   The following sections of the Offer to Purchase contain a description of the material terms of the transaction and are incorporated herein by reference:

•

"Summary Term Sheet;"



•

"Introduction;"



•

Section 1 ("Number of Shares; Purchase Price; Proration");



•

Section 2 ("Purpose of the Tender Offer; Certain Effects of the Tender Offer");



•

Section 3 ("Procedures for Tendering Shares");



•

Section 4 ("Withdrawal Rights");



•

Section 5 ("Purchase of Shares and Payment of Purchase Price");



•

Section 6 ("Conditional Tender of Shares");



•

Section 7 ("Conditions of the Offer");

---

•

Section 11 ("Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares");



•

Section 14 ("Material U.S. Federal Income Tax Consequences"); and



•

Section 15 ("Extension of the Tender Offer; Termination; Amendment").

        (b)   The information in the "Introduction" to the Offer to Purchase and in Section 11 of the Offer to Purchase ("Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares") is incorporated herein by reference.

Item 5.    Past Contacts, Transactions, Negotiations and Agreements.

        (e)   The information set forth in the Offer to Purchase under Section 11 ("Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares") is incorporated herein by reference.

Item 6.    Purposes of the Transaction and Plans or Proposals.

        (a), (b) and (c)(1)-(10)  The information set forth in the Offer to Purchase under Section 2 ("Purpose of the Tender Offer; Certain Effects of the Tender Offer") is incorporated herein by reference.

Item 7.    Source and Amount of Funds or Other Consideration.

        (a)   The information set forth in the Offer to Purchase under Section 9 ("Source and Amount of Funds") is incorporated herein by reference.

        (b)   The information set forth in the Offer to Purchase under Section 7 ("Conditions of the Tender Offer") is incorporated herein by reference.

        (d)   The information set forth in the Offer to Purchase under Section 9 ("Source and Amount of Funds") is incorporated herein by reference.

Item 8.    Interest in Securities of the Subject Company.

        (a)   and (b) The information set forth in the Offer to Purchase under Section 11 ("Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares") is incorporated herein by reference.

Item 9.    Persons/Assets, Retained, Employed, Compensated or Used.

        (a)   The information set forth in the Offer to Purchase under Section 16 ("Fees and Expenses") is incorporated herein by reference.

Item 10.    Financial Statements.

        Not applicable

Item 11.    Additional Information.

        (a)   The information set forth in the Offer to Purchase under Section 11 ("Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares"), Section 10 ("Certain Information Concerning SRS"), Section 12 ("Effects of the Tender Offer on the Market for Shares; Registration under the Exchange Act") and Section 13 ("Legal Matters; Regulatory Approvals") is incorporated herein by reference. To the knowledge of the Company, no material legal proceedings relating to the tender offer are pending.

---

        (b)   The information set forth in the Offer to Purchase and the related Letter of Transmittal, copies of which are filed as Exhibits (a)(1)(A) and (a)(1)(B) hereto, respectively, as each may be amended or supplemented from time to time, is incorporated herein by reference.

Item 12.    Exhibits

---

---

*

Filed herewith.

Item 13.    Information required by Schedule 13E-3

Not applicable

---

SIGNATURE

        After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 29, 2008

---

EXHIBIT INDEX

---

*

Filed herewith.

---

QuickLinks

CALCULATION OF FILING FEE
Schedule TO

Item 1. Summary Term Sheet.
Item 2. Subject Company Information.
Item 3. Identity and Background of Filing Person.
Item 4. Terms of the Transaction.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
Item 6. Purposes of the Transaction and Plans or Proposals.
Item 7. Source and Amount of Funds or Other Consideration.
Item 8. Interest in Securities of the Subject Company.
Item 9. Persons/Assets, Retained, Employed, Compensated or Used.
Item 10. Financial Statements.
Item 11. Additional Information.
Item 12. Exhibits
Item 13. Information required by Schedule 13E-3

SIGNATURE
EXHIBIT INDEX