Srs Labs Inc - Amended tender offer statement by Issuer (SC TO-I/A)
September 30 2008 - 7:30AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
TO/A
Amendment
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
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Transaction Valuation*
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Amount of Filing Fee**
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$10,000,000.00
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$393.00
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*
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.
x
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.
Amount Previously Paid:
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$393
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Filing Party:
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SRS Labs, Inc.
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Form or Registration
No.:
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Schedule TO
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Date Filed:
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August 29, 2008
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o
Check box if the filing relates solely to
preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes to designate any
transactions to which the statement relates:
o
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third-party tender offer
subject to Rule 14d-1
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o
going-private transaction subject to
Rule 13e-3
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x
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issuer tender offer subject
to Rule 13e-4
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o
amendment to Schedule 13D under
Rule 13d-2
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Check the following box if the filing is a final
amendment reporting the results of the tender offer.
x
Schedule
TO
This Amendment to Schedule TO (the Amendment) hereby amends the Tender
Offer Statement on Schedule TO of SRS Labs, Inc., a Delaware corporation
(the Company or SRS), and the
related Offer 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), and in the related Letter of Transmittal (which together, as
they may be amended and supplemented from time to time, constitute the Offer). Copies of the Offer to Purchase and the
related Letter of Transmittal were previously filed with the Schedule TO as Exhibits
(a)(1)(A) and (a)(1)(B), respectively. This Amendment is intended to satisfy the
reporting requirements of Rule 13e-4(c)(2) of the Securities Exchange
Act of 1934, as amended. The information
contained in the Offer is incorporated herein by reference in this Amendment to
Schedule TO, except that such information is hereby amended and supplemented to
the extent specifically provided herein.
All defined terms not otherwise defined herein shall have the meanings
ascribed to such terms in the Offer to Purchase.
Items 1
11, 13.
The Schedule TO is hereby amended and supplemented by adding the
following disclosure, as appropriate, for Items 1-11 and 13 thereof:
The Company hereby terminates and withdraws its Offer to Purchase for
Cash up to $10 million in value of shares of its common stock, which Offer to
Purchase was previously announced on August 29, 2008, as a result of the
Companys receipt (prior to the Expiration Time) of an unsolicited inbound
offer to purchase all of the Companys common stock. As a result, SRS will not repurchase any
shares under the Offer to Purchase, and any shares previously tendered in
connection with the Offer to Purchase will be returned promptly to the
tendering stockholders by the depositary.
After consultation with its financial and legal advisors, the Companys
board of directors has indicated that it believes that proceeding with the
inbound offer as submitted is not in the best interest of the SRS stockholders.
Item 12. Exhibits
Item 12 of the Schedule TO is hereby amended and supplemented by adding
the following exhibit:
Exhibit (a)(5)(C)
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Press Release issued by the Company on
September 30, 2008 announcing its termination and withdrawal of the
Offer.
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2
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.
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SRS LABS, INC.
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By:
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/S/ THOMAS C.K.
YUEN
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Thomas C.K. Yuen
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Chairman of the
Board, Chief Executive Officer
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and President
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Dated: September 30, 2008
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