SRS Labs 8-K 2005
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 12, 2004
SRS LABS, INC.
(Exact Name of registrant as specified in its charter)
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:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
Non-Employee Director Compensation Policy
On January 28, 2005, the Board of Directors of SRS Labs, Inc. (the Company) approved new compensation policies with respect to the Companys non-employee directors. These policies were adopted by the Board and may be changed from time-to-time by the Board. A copy of the policies is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein. The form of non-employee director stock option agreements relating to stock option grants made pursuant to these policies are filed as Exhibits 10.2 through 10.4 to this Current Report on Form 8-K.
Employment Letter with Michael Oswald
On November 12, 2004, the Company entered into an employment letter dated November 9, 2004, with Michael S. Oswald. A copy of the employment letter is filed as Exhibit 10.5 to this Current Report on Form 8-K and incorporated by reference herein. Pursuant to the terms of the employment letter, the Company hired Mr. Oswald as its Vice President and General Counsel effective as of November 17, 2004. The employment letter provides that Mr. Oswald will receive an annual base salary of $180,000, and be eligible to participate in the Companys bonus plan on the same terms as the Companys other executives. Pursuant to his letter agreement, the Company agreed to grant Mr. Oswald an option to purchase 150,000 shares of the Companys common stock pursuant to the Incentive Plan. The employment letter also provides that if Mr. Oswalds position is eliminated, he will be paid a severance payment equal to six months salary.
Item 9.01. Financial Statements and Exhibits.
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.