-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>/in/edgar/work/20000828/0000950150-00-000738/0000950150-00-000738.txt : 20000922
<SEC-HEADER>0000950150-00-000738.hdr.sgml : 20000922
ACCESSION NUMBER:		0000950150-00-000738
CONFORMED SUBMISSION TYPE:	S-1MEF
PUBLIC DOCUMENT COUNT:		3
<REFERENCE-462B>333-30308
FILED AS OF DATE:		20000828
EFFECTIVENESS DATE:		20000828

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-1MEF
			SEC ACT:		
			SEC FILE NUMBER:	333-44684
			FILM NUMBER:		711496
</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-1MEF
<SEQUENCE>1
<FILENAME>s-1mef.txt
<DESCRIPTION>FORM S-1
<TEXT>

<PAGE>   1

    As filed with the Securities and Exchange Commission on August 28, 2000.

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

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    ---------

                      FORM S-1 MEF 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, and telephone number, including
             area code, of registrant's principal executive offices)

                    Henry R. Mandell, Chief Executive Officer
                      Spatializer Audio Laboratories, Inc.
                       20700 Ventura Boulevard, Suite 140
                        Woodland Hills, California 91364
                                 (818) 227-3370
 (Name, address, including zip code, 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

(cover cont'd)

Approximate date of commencement of proposed sale to public: As soon as
practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X]

Pursuant to that Amendment No. 1 to Form S-3 on Form S-1 Registration Statement
(Reg. Statement No. 333-30308) under the Securities Act of 1933 (the "1933
Act")as filed by the Registrant with the Securities and Exchange Commission (the
"Commission") on April 17, 2000, and that prospectus (the "Prospectus") filed
pursuant to Rule 424(b)(3) under the 1933 Act as filed as filed with the
Commission on May 1, 2000.

If this Form is post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act of 1933, check the following box and list the Securities Act of
1933 registration statement number of the earlier effective registration
statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

                         CALCULATION OF REGISTRATION FEE

                                                       Proposed
<TABLE>
<CAPTION>
Title of Each                         Proposed         Maximum
Class of                              Maximum          Aggregate         Amount of
Securities to be    Amount to be      Offering Price   Offering          Registration
Registered          Registered(1)     Per Share(1)     Price(1)          Fee(1)(2)
- ----------          -------------     ------------     --------          -------
<S>                 <C>               <C>              <C>               <C>
Common Stock,       611,786           $.12 and $.56     $250,200          $112.96
$.01 par value
per share
</TABLE>

(1) This Form S-1 MEF Registration Statement relates to the registration of an
additional 611,786 shares of the Common Stock of the Registrant in addition to
those 6,197,636 shares of Common Stock previously registered for resale under
Amendment No. 1 to Form S-3 on Form S-1 Registration Statement (Reg. Statement
No. 333-30308) (the "Previous Registration Statement") under the 1933 Act as
filed by the Registrant with the Commission on April 17, 2000, and the
Prospectus pursuant to Rule 424(b)(3) under the 1933 Act as filed by the
Registrant with the Commission on May 1, 2000. The Registration Fee is
calculated based on 210,000 shares of Common Stock underlying warrants
(the "Warrants") issued in connection with $210,000 in various loans made to the
Registrant, which are exercisable at $.12 per share, and 401,786 shares of
Common Stock underlying a $225,000 convertible note (the "Convertible Note"),
with a conversion rate of $.56 per share. This amendment is being filed
exclusively to register the shares of Common Stock underlying the Warrants and
the Convertible Note, all of which contained certain



<PAGE>   3

registration rights and which were not included in the Previous Registration
Statement and Prospectus.

(2) Pursuant to Rule 457(c), the fee calculation is based on the average of the
bid and ask price of the Registrant's Shares on the OTC Bulletin Board on August
25, 2000.



<PAGE>   4
INCORPORATION BY REFERENCE

        Registrant hereby incorporates by reference that Amendment No. 1 to Form
S-3 on Form S-1 Registration Statement (Reg. Statement No. 333-30308) (the
"Previous Registration Statement") under the 1933 Act as filed by the Registrant
with the Commission on April 17, 2000, and the Prospectus filed pursuant to Rule
424(b)(3) under the 1933 Act as filed as filed by the Registrant with the
Commission on May 1, 2000.

SELLING STOCKHOLDERS

        The additional shares of Common Stock offered hereunder are to be
offered for resale, from time to time, by persons, from time to time, who may
acquire the shares on exercise of warrants or the conversion of notes held by
them.

        The following tables set forth as of August 23, 2000 the names and
addresses of only the following previously Listed Selling Stockholders and the
additional shares of Common Stock to be registered for resale and is not
intended to effect any other changes or amendments to the Previous Registration
Statement or the Prospectus. The information in this table does not update the
information for any other Selling Stockholders listed in the Previous
Registration Statement or the Prospectus. This amendment is being filed
exclusively to register shares of Common Stock underlying the Warrants and the
Convertible Note, all of which contained certain registration rights and which
were not included in the Previous Registration Statement and Prospectus. The
tables show security ownership before and after giving effect to the sale of
Common Stock registered hereunder.

<TABLE>
<CAPTION>





                                     CATEGORY                       PERCENTAGE           SECURITIES         PERCENTAGE OWNERSHIP
                                    OF SHARES         ADDITIONAL     OWNERSHIP        TO BE RETAINED,      AFTER OFFERING, IF ALL
                                   BENEFICIALLY        SHARES         BEFORE         IF ALL REGISTERED     REGISTERED SECURITIES
NAME AND RELATIONSHIP               OWNED(1)           OFFERED     OFFERING(2)(3)   SECURITIES ARE SOLD       ARE SOLD(2)(3)
- ---------------------         --------------------    ----------   --------------   -------------------    ----------------------
<S>                           <C>                     <C>          <C>              <C>                    <C>

CPR (USA) Inc.                Shares   -   204,962    200,893          1.62%                 4,069                  *
101 Hudson St.,               Warrants -   555,000    105,000                              450,000
 37th Floor                   Total    -   759,962    305,893                              454,069
Jersey City, NJ  07302

LibertyView Funds, L.P.       Shares   -   164,029    160,714          1.3%                  3,315                  *
Hemisphere House              Warrants -   444,000     84,000                              360,000
9 Church Street               Total    -   608,029    244,714                              363,315
Hamilton, Bermuda HMDX

LibertyView Fund, LLC         Shares   -    41,082     40,179           *                      903                  *
101 Hudson St.,               Warrants -   111,000     21,000                               90,000
 37th Floor                   Total    -   152,082     61,179                               90,903
Jersey City, NJ  07302
</TABLE>

- ----------

(1) Includes shares underlying the Warrants and the Convertible Note which are
    currently exercisable or which are exercisable within 60 days of the date
    hereof.


<PAGE>   5
(2) Denominator includes all shares reserved for issuance to the specified
    person on exercise of Warrants or the conversion of the Convertible Note
    which are exercisable within 60 days of the date hereof.

(3) CPR (USA) Inc., LibertyView Funds, L.P. and LibertyView Fund LLC are
    affiliated entities but each has made an individual investment in the
    Company. In addition to limitations set forth in the Certificate of
    Designation for the Series A Preferred Stock, which limits ownership of the
    Common Stock by any holder to 4.99% of the Company's outstanding Common
    Stock, the three entities have independent legal obligations and internal
    practices which bar them from collectively owning more than 4.99% of any
    company's outstanding Common Stock at any particular time. Therefore, the
    disclosure reflects beneficial ownership of the aggregate percentage of
    Common Stock that could be beneficially owned by the three entities combined
    at any one time, during the effectiveness of this registration statement.


*   Denotes less than 1% ownership.



<PAGE>   6
                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Registration Statement on Form S-1 MEF to be
signed on its behalf by the undersigned, thereto duly authorized, in the City of
Santa Clara, State of California on August 28, 2000.

                                            SPATIALIZER AUDIO LABORATORIES, INC.



                                            By: /s/ HENRY R. MANDELL
                                               ---------------------------------
                                            Name:  Henry R. Mandell
                                            Title: Chairman of the Board, Chief
                                                   Executive Officer, Chief
                                                   Financial Officer, Secretary
                                                   and Director

        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/ HENRY R. MANDELL            Chairman of the Board,           August 28, 2000
- ------------------------        Chief Executive Officer,
Henry R. Mandell                Chief Financial Officer,
                                Secretary and Director



     *                          Director                         August 28, 2000
- ------------------------
Carlo Civelli



     *                          Director                         August 28, 2000
- ------------------------
James D. Pace



     *                          Director                         August 28, 2000
- ------------------------
Gilbert N. Segel



     *                          Director, Vice Chairman of the   August 28, 2000
- ------------------------        Board, Secretary
Stephen W. Desper

*By: /s/ HENRY R. MANDELL
     ---------------------------
     Henry R. Mandell,
     Attorney-in-Fact
</TABLE>
<PAGE>   7
<TABLE>
<CAPTION>
EXHIBITS
- --------
<S>     <C>
5.1     Opinion of Brand Farrar & Buxbaum LLP.

23.1    Consent of Farber & Hass, independent certified public accountants.

23.2    Consent of Brand Farrar & Buxbaum LLP (included in Exhibit 5.1).

</TABLE>
- ----------


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

<PAGE>   1

EXHIBIT 5.1

                     [BRAND FARRAR & BUXBAUM LLP LETTERHEAD]

                                 August 28, 2000

Spatializer Audio Laboratories, Inc.
20700 Ventura Boulevard, Suite 134
Woodland Hills, California  91364

        Re:     Registration Statement on Form S-1 MEF.

Ladies and Gentlemen:

        We have acted as counsel to Spatializer Audio Laboratories, Inc. (the
"Company"), with respect to the filing of the Company's Registration Statement
on Form S-1 MEF (the "Registration Statement") with the Securities and Exchange
Commission for the purpose of registering under the Securities Act of 1933, as
amended, the resale of an aggregate of up to 611,786 additional shares (the
"Shares") of Common Stock, par value $.01 per share ("Common Stock"), by certain
stockholders of the Company. The Shares consist of 210,000 shares of Common
Stock underlying warrants issued in connection with $210,000 in various loans
made to the Company, exercisable at $.12 per share and 401,786 shares of Common
Stock underlying a $225,000 Convertible Note, with a conversion rate of $.56 per
share. This opinion is delivered to you in connection with the Registration
Statement for the aforementioned resales.

        As such counsel, we have examined such documents and records of the
Company as we deemed necessary as a basis for the opinion set forth herein, and
we are familiar with actions anticipated to be taken by the Company in
connection with the authorization and issuance of the Shares.

        With respect to the issuance of the Shares by the Company, we have
assumed that the Shares will be issued, and the certificates evidencing the same
will be duly delivered, in accordance with the respective terms of the notes and
the warrants, as the case may be, and against receipt of the consideration
stipulated therefor, which will not be less than the par value of the Shares.

        Based on such examination, in reliance thereon, subject to the foregoing
assumptions, and subject to compliance with applicable state securities laws, we
are of



<PAGE>   2

                     [BRAND FARRAR & BUXBAUM LLP LETTERHEAD]


Spatializer Audio Laboratories, Inc.
August 28, 2000
Page 2


the opinion that the Shares, when issued by the Company and paid for in the
manner described in the Registration Statement, will be, validly issued, fully
paid and nonassessable.

        The Company is a Delaware corporation. We are not admitted to practice
in Delaware. However, we are generally familiar with the Delaware General
Corporation Law and have made such review thereof as we consider necessary for
the purpose of this opinion. Subject to the foregoing, this opinion is limited
to Delaware, California and federal law.

        We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the Prospectus which is a part of 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 hereby consent to the use in this Registration Statement on Form S-1
MEF, of Spatializer Audio Laboratories, Inc. (the "Registrant"), of our report
dated March 10, 2000, on the consolidated financial statements of the Registrant
appearing in that Registration Statement on Form S-1 and Amendment No. 1 to Form
S-3, of the Registrant dated April 17, 2000 and that Prospectus filed pursuant
to Rule 424(b)(3) under the 1933 Act as filed with the Commission on May 1,
2000, and to the reference to our firm therein under the caption "Experts."



/s/ FARBER & HASS LLP
- -------------------------
    Farber & Hass LLP


Oxnard, California
August 25, 2000
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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