Attached files

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EX-23.1 - EX-23.1 - DTS, INC.a12-20836_1ex23d1.htm
EX-99.3 - EX-99.3 - DTS, INC.a12-20836_1ex99d3.htm
EX-99.2 - EX-99.2 - DTS, INC.a12-20836_1ex99d2.htm
EX-99.1 - EX-99.1 - DTS, INC.a12-20836_1ex99d1.htm

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 18, 2012

 

DTS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

000-50335

 

77-0467655

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification No.)

 

5220 Las Virgenes Road

 

 

Calabasas, CA

 

91302

(Address of principal executive offices)

 

(Zip Code)

 

(818) 436-1000

(Registrant’s telephone number, including area code)

 

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 (see General Instruction A.2. below):

 

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))

 

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

 

 

 



 

Item 2.01.                                        Completion of Acquisition or Disposition of Assets.

 

On July 24, 2012, DTS, Inc. (“DTS”) filed a Current Report on Form 8-K (the “Original Report”) reporting the completion of its acquisition of SRS Labs, Inc., a Delaware corporation (“SRS”) on July 20, 2012 pursuant to the Agreement and Plan of Merger and Reorganization, dated as of April 16, 2012, by and among DTS, certain wholly owned subsidiaries of DTS and SRS (the “Merger Agreement”).

 

This Current Report on Form 8-K/A amends the Original Report to provide the historical financial statements of SRS described in Item 9.01(a) below and the unaudited pro forma financial information described in Item 9.01(b) below.

 

Item 9.01.                                        Financial Statements and Exhibits.

 

(a)                                 Financial Statements of Business Acquired.

 

The audited consolidated financial statements of SRS as of December 31, 2011 and 2010 and for the years ended December 31, 2011, 2010 and 2009 and the notes related thereto are filed as Exhibit 99.1 to this Current Report on Form 8-K/A and are incorporated herein by reference.

 

The unaudited condensed consolidated financial statements of SRS as of March 31, 2012 and for the three months ended March 31, 2012 and 2011 and the notes related thereto are filed as Exhibit 99.2 to this Current Report on Form 8-K/A and are incorporated herein by reference.

 

(b)                                 Pro Forma Financial Information.

 

The unaudited pro forma condensed combined financial information of DTS and SRS for the year ended December 31, 2011 and as of and for the three months ended March 31, 2012 and the notes related thereto are filed as Exhibit 99.3 to this Current Report on Form 8-K/A and are incorporated herein by reference.

 

(d)                                 Exhibits

 

23.1                        Consent of Squar, Milner, Peterson, Miranda & Williamson, LLP

 

99.1                        Audited consolidated financial statements of SRS as of December 31, 2011 and 2010 and for the years ended December 31, 2011, 2010 and 2009 and the notes related thereto.

 

99.2                        Unaudited condensed consolidated financial statements of SRS as of March 31, 2012 and for the three months ended March 31, 2012 and 2011 and the notes related thereto.

 

99.3                        Unaudited pro forma condensed combined financial information of DTS and SRS for the year ended December 31, 2011 and as of and for the three months ended March 31, 2012 and the notes related thereto.

 

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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.

 

 

 

DTS, INC.

 

 

 

 

Date: September 28, 2012

 

 

/s/ Melvin Flanigan

 

Melvin Flanigan

 

Executive Vice President,

 

Finance and Chief

 

Financial Officer

 

(principal financial and

 

accounting officer)

 

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Exhibit Index

 

Exhibit No.

 

Description

23.1

 

Consent of Squar, Milner, Peterson, Miranda & Williamson, LLP

99.1

 

Audited consolidated financial statements of SRS as of December 31, 2011 and 2010 and for the years ended December 31, 2011, 2010 and 2009 and the notes related thereto.

99.2

 

Unaudited condensed consolidated financial statements of SRS as of March 31, 2012 and for the three months ended March 31, 2012 and 2011 and the notes related thereto.

99.3

 

Unaudited pro forma condensed combined financial information of DTS and SRS for the year ended December 31, 2011 and as of and for the three months ended March 31, 2012 and the notes related thereto.

 

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