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<SEC-DOCUMENT>/in/edgar/work/0000950150-00-000574/0000950150-00-000574.txt : 20000712
<SEC-HEADER>0000950150-00-000574.hdr.sgml : 20000712
ACCESSION NUMBER:		0000950150-00-000574
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		3
FILED AS OF DATE:		20000711
EFFECTIVENESS DATE:		20000711

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SPATIALIZER AUDIO LABORATORIES INC
		CENTRAL INDEX KEY:			0000890821
		STANDARD INDUSTRIAL CLASSIFICATION:	 [3674
]		IRS NUMBER:				954484725
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		S-8
			SEC ACT:		
			SEC FILE NUMBER:	333-41170
			FILM NUMBER:		671249
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		20700 VENTURA BOULEVARD SUITE 140
				CITY:			WOODLAND HILLS
				STATE:			CA
				ZIP:			91364
				BUSINESS PHONE:		3102273370
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		20700 VENTURA BLVD SUITE 140
					CITY:			WOODLAND HILLS
					STATE:			CA
					ZIP:			91364
</MAIL-ADDRESS>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>s-8.txt
<DESCRIPTION>FORM S-8
<TEXT>

<PAGE>   1

As filed with the Securities and Exchange Commission on July 11, 2000.

                                                   Registration No. ____________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT

                                     UNDER

                           THE SECURITIES ACT OF 1933

                      SPATIALIZER AUDIO LABORATORIES, INC.

             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                              <C>                                <C>
         Delaware                             3698                      95-4484725
- ----------------------------      ---------------------------       -------------------
(State or other jurisdiction     (Primary Standard Industrial        (I.R.S. Employer
of incorporation or               Classification Code Number)       Identification No.)
organization)
</TABLE>

                       20700 Ventura Boulevard, Suite 140
                        Woodland Hills, California 91364
                                 (818) 227-3370
   (Address, including zip code, of registrant's principal executive offices)

                               1996 Incentive Plan
                            (Full Title of the Plan)

                    Henry R. Mandell, Chief Executive Officer
                      Spatializer Audio Laboratories, Inc.
                       20700 Ventura Boulevard, Suite 140
                        Woodland Hills, California 91364
                                 (818) 227-3370
(Name, address, and telephone number, including area code, of agent for service)

                                   Copies to:
                             Margaret G. Graf, Esq.
                           Brand Farrar & Buxbaum LLP
                       515 South Flower Street, Suite 3500
                       Los Angeles, California 90071-2201
                                 (213) 228-0288
                           Direct Dial: (213) 426-6260



<PAGE>   2

                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
                                                               Proposed
     Title of          Amount to be     Proposed Maximum        Maximum            Amount of
 Securities to be       Registered     Offering Price Per  Aggregate Offering   Registration Fee
    Registered            (1)(2)           Share (3)          Price (1)(2)           (1)(2)
- ------------------------------------------------------------------------------------------------
<S>                    <C>             <C>                 <C>                  <C>
   Common Stock,        3,559,467           $0.609375         $2,169,050.21         $572.63
$.01 par value per
      share
</TABLE>


(1)     An undetermined number of additional shares may be issued if the
        anti-dilution adjustment provisions of this Plan become operational.

(2)     The price of $0.609375 per share, which is the average of the bid and
        asked prices of the Common Stock reported on the OTC Bulletin Board on
        July 10, 2000, is set forth solely for purposes of calculating the
        filing fee pursuant to Rule 457(c) and (h).



<PAGE>   3

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.

        The documents containing the information specified in this Item 1 will
be sent or given to employees, directors or others as specified by Rule
428(b)(1) promulgated under the Securities Act of 1933, as amended (the "1933
Act"). In accordance with the rules and regulations of the Securities and
Exchange Commission (the "SEC") and the instructions to Form S-8, such documents
are not being filed with the SEC either as part of this Registration Statement
or as prospectus supplements pursuant to Rule 424.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

        The documents containing the information specified in this Item 2 will
be sent or given to employees as specified by Rule 428(b). In accordance with
the rules and regulations of the SEC and the instructions to Form S-8, such
documents are not being filed with the SEC either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.



<PAGE>   4

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents are incorporated by reference into this
registration statement:

        (1) The Company's Prospectus filed pursuant to Rule 424(b) under the
Securities Act of 1933, filed with the Commission on May 1, 2000.

        (2) The Company's Registration Statement Amendment No. 1 to Form S-3 on
Form S-1 Registration Statement, filed with the commission on April 17, 2000.

        (3) The Company's Annual Report on Form 10-K for the year ended December
31, 1999, filed with the Commission on March 30, 2000.

        (4) The Company's Quarterly Report on Form 10-Q for the period ended
March 31, 2000, filed with the Commission on May 9, 2000.

        (5) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated July 17, 1995 filed with the
Commission pursuant to Section 12 of the 1934 Act, as amended by Amendment
Number One thereto dated August 15, 1995.

        All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be a part
hereof from the date of filing of such documents (such documents, and the
documents enumerated above, being hereinafter referred to as "Incorporated
Documents"); provided, however, that the documents enumerated above or
subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934 in each year during which the offering
made by this registration statement is in effect prior to the filing with the
Commission of the Company's Annual Report on Form 10-K covering such year shall
not be Incorporated Documents or be incorporated by reference in this
registration statement or be a part hereof from and after the filing of such
Annual Report on Form 10-K.

        Any statement contained in an Incorporated Documents shall be deemed to
be modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded



<PAGE>   5

shall not be deemed, except as so modified or superseded, to constitute a part
of this registration statement.

ITEM 4. DESCRIPTION OF SECURITIES.

        The securities to be offered are registered under Section 12(b) of the
1934 Act.

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.

        In December 1999, Brand Farrar & Buxbaum LLP was issued 55,000 shares of
Common Stock in payment of a portion of its billed invoices for legal services.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Section 145 of the Delaware General Corporation Law and the Restated
Certificate of Incorporation of the Company provide for indemnification of
directors and officers for expenses (including reasonable amounts paid in
settlement) incurred in defending actions brought against them. The Company's
Restated Certificate of Incorporation provides that directors and officers shall
be indemnified and held harmless by the Company to the fullest extent permitted
by the laws of Delaware as the same now or hereafter exist.

        Section 102(b)(7) of the Delaware General Corporation Law and the
Company's Restated Certificate of Incorporation contains a provision that
eliminates, to the fullest extent permitted by Delaware law, the personal
liability of each director of the Company to the Company and its shareholders
for monetary damages for certain breaches of fiduciary duty. This provision
relieves the director of liability for monetary damages for breaches of the duty
of loyalty, actions or omissions not in good faith, knowing violation of law or
intentional misconduct, willful or negligent conduct in approving an unlawful
dividend, stock repurchase or redemption or obtaining improper personal benefits
and certain other transactions.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.

        Reference is made to the Exhibit Index.

ITEM 9. UNDERTAKINGS.

        The Registrant hereby undertakes:



<PAGE>   6

        (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

        (2) That, for the purpose of determining any liability under the
Securities Act of 1933 (the "Act"), each such post- effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

        (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

        (4) That, for purposes of determining any liability under the Act, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and where applicable each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

        (5) Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions described in Item 6 or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.



<PAGE>   7

                                   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 Los Angeles, State of California on July 11, 2000.

                                   SPATIALIZER AUDIO LABORATORIES, INC.


                                   By:     /S/ Henry R. Mandell
                                      ------------------------------------------
                                      Name:  Henry R. Mandell
                                      Title: Chief Executive Officer



<PAGE>   8

                                POWER OF ATTORNEY

        We, the undersigned officers and directors of Spatializer Audio
Laboratories, Inc., hereby severally constitute Henry R. Mandell our true and
lawful attorney with full power to him, to sign for us and in our names in the
capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all amendments (including post-effective amendments) to
said Registration Statement, and generally to do all such things in our name and
on behalf in the capacities indicated below to enable Spatializer Audio
Laboratories, Inc. to comply with the provisions of the Securities Act of 1933,
as amended, and all requirements of the Securities and Exchange Commission,
hereby ratifying and confirming our signatures as they may be signed by our said
attorney, to said Registration Statement and any and all amendments thereto.

        Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                           Title                                             Date
- ---------                           -----                                             ----
<S>                                 <C>                                               <C>
/S/ Stephen W. Desper               Director                                          June 22, 2000
- -----------------------------
Stephen W. Desper


/S/ Carlo Civelli                   Director                                          June 16, 2000
- -----------------------------
Carlo Civelli


/S/ James D. Pace                   Director                                          June 21, 2000
- -----------------------------
James D. Pace


/S/ Gilbert N. Segel                Director                                          June 8, 2000
- -----------------------------
Gilbert N. Segel
</TABLE>
<PAGE>   9
                                  EXHIBIT INDEX


Exhibits marked with an asterisk (*) are incorporated by reference to documents
previously filed by the registrant with the Securities and Exchange Commission,
as indicated. All other documents listed are filed with this registration
statement.

<TABLE>
<CAPTION>
 Exhibit Number                                Description
 --------------                                -----------
<S>            <C>    <C>

      4.1      *      1996 Incentive Plan. (Incorporated by reference to the
                      Company's Proxy Statement dated June 26, 1996 and
                      previously filed with the Commission.)

      4.2      *      Certificate of Incorporation of the Company.
                      (Incorporated by reference to Exhibit 3.1 to the Company's
                      Registration Statement on Form S-1, Registration No.
                      33-90532, effective August 21, 1995.)

      4.3      *      Amended and Restated Bylaws of the Company.  (Incorporated
                      by reference to Exhibit 3.2 to the Company's Registration
                      Statement on Form S-1, Registration No. 33-90532,
                      effective August 21, 1995.)

      4.4      *      Form of Subscription Agreement for August 1994 Private
                      Placement. (Incorporated by reference to the Registrant's
                      registration statement on Form S-1, Registration No.
                      33-90532, effective August 21, 1995.)

      4.5      *      Form of Subscription Agreement for November 1994 Private
                      Placement. (Incorporated by reference to the Registrant's
                      registration statement on Form S-1, Registration No.
                      33-90532, effective August 21, 1995.)

      4.6      *      Form of Spatializer-Yukon Incentive Stock Option
                      Agreement. (Incorporated by reference to the Registrant's
                      registration statement on Form S-1, Registration No.
                      33-90532, effective August 21, 1995.)

      4.7      *      Spatializer-Delaware Incentive Stock Option Plan (1995
                      Plan). (Incorporated by reference to the Registrant's
                      registration statement on Form S-1, Registration No.
                      33-90532, effective August 21, 1995.)

      4.8      *      Performance Share Escrow Agreements dated June 22, 1992
                      among Montreal Trust Company of Canada, Spatializer-Yukon
                      and

</TABLE>



<PAGE>   10
<TABLE>
<S>            <C>    <C>
                      certain shareholders with respect to escrow of 2,181,048
                      common shares of Spatializer-Yukon. (Incorporated by
                      reference to the Registrant's registration statement on
                      Form S-1, Registration No. 33-90532, effective August
                      21, 1995.)

      4.6      *      Spatializer-Delaware 1996 Incentive Plan. (Incorporated by
                      reference to the Registrant's Proxy Statement dated June
                      25, 1996 and previously filed with the SEC.)

      4.7      *      Form of Subscription Agreement for 1995 Private
                      Placements. (Incorporated by reference to the Registrant's
                      Registration Statement on Form S-1, dated April 17, 2000
                      and previously filed with the SEC.)

      4.8      *      Form of Subscription Agreement and Warrant Agreement for
                      March 7, 1997 Private Placement. (Incorporated by
                      reference to the Registrant's Registration Statement on
                      Form S-1, dated April 17, 2000 and previously filed with
                      the SEC.)

      4.9      *      Modification Agreement for Escrowed Performance Shares.
                      (Incorporated by reference to the Registrant's
                      Registration Statement on Form S-1, dated April 17, 2000
                      and previously filed with the SEC.)

      4.10     *      Form of 7% Convertible Series A Preferred Stock
                      Subscription Agreement, Warrant Agreement and Registration
                      Right Agreement (with Form of Amendment) for April 14,
                      1998 Private Placement. (Incorporated by reference to the
                      Registrant's Registration Statement on Form S-1, dated
                      April 17, 2000 and previously filed with the SEC.)

      4.11     *      Form of Common Stock Subscription Agreement for December
                      1999 Private Placement with CPR (USA) Inc., LibertyView
                      Funds, L.P. and LibertyView Fund, LLC.  (Incorporated by
                      reference to the Registrant's Registration Statement on
                      Form S-1, dated April 17, 2000 and previously filed with
                      the SEC.)

      4.12     *      Form of Secured Non-Negotiable Convertible Promissory Note
                      issued to CPR (USA) Inc., LibertyView Funds, L.P. and
                      LibertyView Fund, LLC in the original principal amounts of
                      $112,620.55, $90,096.43 and $22,524.12, respectively.
                      (Incorporated by reference to the Registrant's
                      Registration Statement on Form S-1, dated April 17, 2000
                      and previously filed with the SEC.)
</TABLE>



<PAGE>   11
<TABLE>
<S>            <C>    <C>
      4.13     *      Form of Agreement Regarding Indebtedness, dated December
                      29, 1999, among the Registrant and CPR (USA) Inc.,
                      LibertyView Funds, L.P. and LibertyView Fund, LLC.
                      (Incorporated by reference to the Registrant's
                      Registration Statement on Form S-1, dated April 17, 2000
                      and previously filed with the SEC.)

      4.14     *      Form of Security Agreement, dated December 29, 1999, among
                      the Registrant and CPR (USA) Inc., LibertyView Funds, L.P.
                      and LibertyView Fund, LLC. (Incorporated by reference to
                      the Registrant's Registration Statement on Form S-1, dated
                      April 17, 2000 and previously filed with the SEC.)

      4.15     *      Form of Common Stock Subscription Agreement for December
                      1999 Private Placement with Bank Insinger de Beaufort.
                      (Incorporated by reference to the Registrant's
                      Registration Statement on Form S-1, dated April 17, 2000
                      and previously filed with the SEC.)

      4.16     *      Form of Common Stock Subscription Agreement for December
                      1999 Private Placement with Romofin AG. (Incorporated by
                      reference to the Registrant's Registration Statement on
                      Form S-1, dated April 17, 2000 and previously filed with
                      the SEC.)

      4.17     *      Form of Common Stock Subscription Agreement for December
                      1999 Private Placement with Arab Commerce Bank.
                      (Incorporated by reference to the Registrant's
                      Registration Statement on Form S-1, dated April 17, 2000
                      and previously filed with the SEC.)

      4.18     *      Form of 10% Convertible Series B Preferred Stock
                      Subscription Agreement for December 1999 Private Placement
                      with Clarion Finanz, A.B., Carlo Civelli, Henry R.
                      Mandell, James D. Pace, Jerold H. Rubenstein, Gilbert N.
                      Segel, Aton Select Fund, Ltd., and Romofin A.G.
                      (Incorporated by reference to the Registrant's
                      Registration Statement on Form S-1, dated April 17, 2000
                      and previously filed with the SEC.)

      4.19     *      Form of Agreement Regarding Cancellation of Warrants,
                      dated December 29, 1999, among the Registrant, CPR(USA)
                      Inc., LibertyView Funds, L.P., LibertyView Fund, LLC,
                      Clarion Finanz, A.G. and Aton Select Fund, Ltd.
                      (Incorporated by reference to the Registrant's
                      Registration Statement on Form S-1, dated April 17, 2000
                      and previously filed with the SEC.)

      4.20     *      Certificate of Designation of Series B 10% Redeemable
                      Convertible Preferred Stock (included in Exhibit 4.18).
</TABLE>



<PAGE>   12
<TABLE>
<S>            <C>    <C>
      5.1             Opinion of Brand Farrar & Buxbaum LLP

      23.1            Consent of Farber & Hass

      23.2            Consent of Brand Farrar & Buxbaum LLP, set forth in the
                      opinion filed as Exhibit 5.1 hereto
</TABLE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>2
<FILENAME>ex5-1.txt
<DESCRIPTION>EXHIBIT 5.1
<TEXT>

<PAGE>   1

                         OPINION OF BRAND FARRAR BUXBAUM

                                                                     EXHIBIT 5.1



                                 July 11, 2000



Spatializer Audio Laboratories, Inc.
20700 Ventura Boulevard, Suite 140
Woodland Hills, California  91634

        Re:    Spatializer Audio Laboratories, Inc.
               1996 Incentive Plan
               3,559,467 Shares of Common Stock, $.01 Par Value

Ladies and Gentlemen:

        We have acted as counsel for Spatializer Audio Laboratories, Inc. (the
"Company") in connection with the preparation and filing of a Registration
Statement on Form S-8 (the "Registration Statement") for the registration under
the Securities Act of 1933, as amended, of 3,559,467 shares of the Company's
Common Stock, $.01 par value (the "Common Stock"), which may be issued pursuant
to the Company's 1996 Incentive Plan (the "Plan").

        We have examined or considered:

        1.      A copy of the Certificate of Incorporation of the Company.

        2.      The Amended and Restated By-Laws of the Company.

        3.      Confirmation of the Secretary of the State of Delaware as to the
                good standing of the Company in that state.

        4.      A Certificate of the Secretary of the Company relating to
                resolutions duly adopted by the Board of Directors of the
                Company regarding the Plan.

        5.      A Certificate of the Secretary of the Company relating to the
                approval of the Plan by the stockholders of the Company.

        6.      A copy of the Plan.



<PAGE>   2

Spatializer Audio Laboratories, Inc.
July 11, 2000
Page 2



        In addition to the examination outlined above, we have conferred with
various officers of the Company and have ascertained or verified, to our
satisfaction, such additional facts as we deemed necessary or appropriate for
the purposes of this opinion.

        Based upon the foregoing, we are of the opinion that:

                (a) The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware.

                (b) All legal and corporate proceedings necessary for the
authorization, issuance and delivery of the shares of Common Stock to be sold by
the Company have been duly taken, and the Common Stock, upon issuance pursuant
to the terms of the Plan, will be duly authorized, legally and validly issued,
fully paid and nonassessable.

        We hereby consent to all references to our firm in the Registration
Statement and to the filing of this opinion by the Company as an Exhibit to the
Registration Statement.

                                   Very truly yours,

                                   /S/  Brand Farrar & Buxbaum LLP

                                   BRAND FARRAR & BUXBAUM LLP



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>3
<FILENAME>ex23-1.txt
<DESCRIPTION>EXHIBIT 23.1
<TEXT>

<PAGE>   1

                                                                    EXHIBIT 23.1










                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


We consent to the incorporation by reference of our report dated March 10, 2000,
in the Registration Statement on Form S-8, of Spatializer Audio Laboratories,
Inc.




/s/ Farber & Hass LLP
Oxnard, California
July 11, 2000

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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