S-8

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)

Delaware
(State or other jurisdiction
of incorporation or organization) 33-0714264
(I.R.S. Employer Identification No.)

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):

Large accelerated filer  o	Accelerated filer  x
Non-accelerated filer  o (Do not check if a smaller reporting company)	Smaller reporting company  o

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per share(2)		Proposed maximum aggregate offering price(2)		Amount of registration fee
Common stock, $0.001 par value per share	1,750,000	$	4.95	$	8,662,500	$	340.44

(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.

Exhibit Number	Description	Where Located
4.1	Certificate of Incorporation of the Company	Incorporated by reference to Exhibit 3.1 to Amendment No. 1 to the Company’s Registration Statement on Form SB-2, filed with the Commission on July 3, 1996 (Registration No. 333-4974-LA)
4.2	Bylaws of the Company	Incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 1999, filed with the Commission on November 12, 1999
4.3	SRS Labs, Inc. 2006 Stock Incentive Plan	Incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 25, 2008
4.4	Form of Stock Option Award Agreement under the SRS Labs, Inc. 2006 Stock Incentive Plan	Incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q/A for the period ended June 30, 2006, filed with the Commission on September 22, 2006
4.5	Form of Restricted Share Award Agreement under the SRS Labs, Inc. 2006 Stock Incentive Plan	Incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q/A for the period ended June 30, 2006, filed with the Commission on September 22, 2006
4.6	Form of Restricted Share Unit Award Agreement under the SRS Labs, Inc. 2006 Stock Incentive Plan	Incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q/A for the period ended June 30, 2006, filed with the Commission on September 22, 2006
4.7	Form of SAR Award Agreement under the SRS Labs, Inc. 2006 Stock Incentive Plan	Incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q/A for the period ended June 30, 2006, filed with the Commission on September 22, 2006
5.1	Opinion of Dorsey & Whitney LLP	Filed herewith
23.1	Consent of Squar, Milner, Peterson, Miranda & Williamson, LLP, independent registered public accounting firm	Filed herewith
23.2	Consent of BDO Seidman, LLP, independent registered public accounting firm	Filed herewith
23.3	Consent of Dorsey & Whitney LLP (contained in Exhibit 5.1)	Filed herewith
24.1	Power of Attorney (included in the signature page to this Registration Statement)	Filed herewith

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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.

SRS LABS, INC.
By:	/s/ Thomas C.K. Yuen
	Thomas C.K. Yuen
	Chairman of the Board, Chief Executive Officer and President

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:

Signature	Title	Date
/s/ Thomas C.K. Yuen	Chairman of the Board, Chief	July 15, 2008
Thomas C. K. Yuen	Executive Officer and President
	(principal executive officer)
/s/ Ulrich Gottschling	Chief Financial Officer, Treasurer	July 15, 2008
Ulrich Gottschling	and Secretary (principal financial and
	accounting officer)

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Signature	Title	Date
/s/ David R. Dukes	Director	July 15, 2008
David R. Dukes
/s/ Winston E. Hickman	Director	July 15, 2008
Winston E. Hickman
/s/ Carol L. Miltner	Director	July 15, 2008
Carol L. Miltner
/s/ Sam Yau	Director	July 15, 2008
Sam Yau

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EXHIBIT INDEX

Exhibit Number	Description	Where Located
4.1	Certificate of Incorporation of the Company	Incorporated by reference to Exhibit 3.1 to Amendment No. 1 to the Company’s Registration Statement on Form SB-2, filed with the Commission on July 3, 1996 (Registration No. 333-4974-LA)
4.2	Bylaws of the Company	Incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 1999, filed with the Commission on November 12, 1999
4.3	SRS Labs, Inc. 2006 Stock Incentive Plan	Incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 25, 2008
4.4	Form of Stock Option Award Agreement under the SRS Labs, Inc. 2006 Stock Incentive Plan	Incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q/A for the period ended June 30, 2006, filed with the Commission on September 22, 2006
4.5	Form of Restricted Share Award Agreement under the SRS Labs, Inc. 2006 Stock Incentive Plan	Incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q/A for the period ended June 30, 2006, filed with the Commission on September 22, 2006
4.6	Form of Restricted Share Unit Award Agreement under the SRS Labs, Inc. 2006 Stock Incentive Plan	Incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q/A for the period ended June 30, 2006, filed with the Commission on September 22, 2006
4.7	Form of SAR Award Agreement under the SRS Labs, Inc. 2006 Stock Incentive Plan	Incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q/A for the period ended June 30, 2006, filed with the Commission on September 22, 2006
5.1	Opinion of Dorsey & Whitney LLP	Filed herewith
23.1	Consent of Squar, Milner, Peterson, Miranda & Williamson, LLP, independent registered public accounting firm	Filed herewith
23.2	Consent of BDO Seidman, LLP, independent registered public accounting firm	Filed herewith
23.3	Consent of Dorsey & Whitney LLP (contained in Exhibit 5.1)	Filed herewith
24.1	Power of Attorney (included in the signature page to this Registration Statement)	Filed herewith

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EX-5.1

EXHIBIT 5.1

OPINION AND CONSENT OF DORSEY & WHITNEY LLP

July 16, 2008

SRS Labs, Inc.

2909 Daimler Street

Santa Ana, California  92705

Re:	Registration Statement on Form S-8
	for Offering of 1,750,000 Shares of Common Stock

Ladies and Gentlemen:

We have acted as counsel to SRS Labs, Inc., a Delaware corporation (the “Company”), in connection with a Registration Statement on Form S-8 under the Securities Act of 1933, as amended (the “Act”), relating to the issuance by the Company from time to time of up to 1,750,000 shares of Common Stock, $0.001 par value, of the Company (the “Shares”), pursuant to the SRS Labs, Inc. 2006 Stock Incentive Plan (the “Plan”).  This opinion is being furnished in accordance with the requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K of the Act.

We have examined such documents and have reviewed such questions of law as we have considered necessary and appropriate for the purposes of the opinions set forth below.  In rendering our opinions set forth below, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies.  We have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties.  As to questions of fact material to our opinions, we have relied upon certificates of officers of the Company and of public officials.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance, delivery and payment therefor in accordance with the terms of the Plan and any agreements thereunder, will be validly issued, fully paid and nonassessable.

Our opinions expressed above are limited to the laws of the State of California and the Delaware General Corporation Law, and we express no opinion with respect to the applicability of any other laws.  We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement.  In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act, the rules and regulations of the Securities and Exchange Commission promulgated thereunder, or Item 509 of Regulation S-K.

This opinion letter is rendered as of the date first written above and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinions expressed herein.  Our opinions are expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Plan or the Shares.

Very truly yours,

/s/ DORSEY & WHITNEY LLP

DORSEY & WHITNEY LLP

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement for SRS Labs, Inc. 2006 Stock Incentive Plan on Form S-8 of SRS Labs, Inc. of our report dated March 12, 2008 relating to our audits of (i) the consolidated financial statements and financial statement schedule for the years ended December 31, 2007 and 2006 and (ii) internal control over financial reporting as of December 31, 2007, which appears in the Annual Report on Form 10-K of SRS Labs, Inc. for the year ended December 31, 2007.

/s/ SQUAR, MILNER, PETERSON, MIRANDA & WILLIAMSON, LLP

Newport Beach, California

July 15, 2008

EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement of SRS Labs, Inc. pertaining to the SRS Labs, Inc. 2006 Stock Incentive Plan on Form S-8 of our report dated February 24, 2006 relating to the consolidated financial statements and schedule for the year ended December 31, 2005, appearing in SRS Labs, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2007.

/s/ BDO SEIDMAN, LLP

Costa Mesa, California

July 15, 2008