SRSL Srs Labs, Inc. (MM)

SUMMARY

         This summary highlights information contained elsewhere in this proxy statement/prospectus and may not contain all of the information that is important to you with respect to the Merger and the other matters being considered at the special meeting. DTS and SRS urge you to read the remainder of this proxy statement/prospectus carefully, including the attached Annexes and the other documents to which this proxy statement/prospectus refers you. See also the section of this proxy statement/prospectus entitled "Where You Can Find More Information". Page references have been included in this summary to direct you to a more complete description of the topics presented below.

The Companies

DTS, Inc. (See page 42)

        DTS, a Delaware corporation, is a leading provider of high-definition audio technologies that enable the delivery and playback of clear, compelling high-definition audio and are currently used in a variety of consumer electronics product applications, including audio/video receivers, soundbars, Blu-ray Disc players, DVD based products, personal computers or PCs, car audio products, video game consoles, network capable televisions, digital media players or DMPs, set-top-boxes or STBs, mobile phones, tablets and home theater systems. In addition, DTS provides products and services to motion picture studios, radio and television broadcasters, game developers and other content creators to facilitate the inclusion of compelling, realistic DTS-encoded soundtracks in their content. DTS also provides a suite of audio processing technologies designed to enhance the entertainment experience for users of consumer electronics products subject to physical limitations in products, such as TVs, PCs and mobile electronics.

        DTS was founded in 1990 and received a key strategic investment in 1993 from a variety of investors, including Universal City Studios, Inc. The first DTS audio soundtrack was created for the release of Steven Spielberg's Jurassic Park in 1993. From this initial release, DTS established a technical and marketing platform for the development of entertainment technology solutions for the motion picture, home theater and other consumer markets. To date, DTS has entered into licensing agreements with substantially all of the world's major consumer electronics manufacturers. DTS also licenses its technology to many major semiconductor manufacturers. DTS' technology, trademarks, copyrights and know-how have been incorporated in hundreds of millions of consumer electronics products worldwide.

        Shares of DTS common stock are traded on the NASDAQ Global Select Market under the symbol "DTSI". Following the Merger, shares of DTS common stock will continue to be traded on the NASDAQ Global Select Market under the symbol "DTSI".

        The principal executive offices of DTS are located at 5220 Las Virgenes Road, Calabasas, California 91302 and its telephone number is (818) 436-1000.

SRS Labs, Inc. (See page 42)

        SRS, a Delaware corporation, is a recognized global leader in the practical application of psychoacoustics, the science behind how the human ear operates, and in the post-processing segment of the market for audio delivery. SRS' award-winning audio enhancement technologies and solutions dramatically restore audio and voice to its natural state, the way it was originally recorded, in both dimension and clarity, thus providing a superior consumer experience for a wide variety of consumer electronic devices such as televisions, personal computers and mobile phones. SRS' business is focused on developing and licensing audio, voice and surround sound technology solutions to many of the world's leading original equipment manufacturers, original design manufacturers, software providers and semiconductor companies. SRS also sells and markets stand-alone software and hardware products through the Internet.

        SRS was incorporated in the State of California on June 23, 1993 and reincorporated in the State of Delaware on June 28, 1996.

        SRS' common stock is traded on the NASDAQ Global Market under the symbol "SRSL". Upon completion of the Merger, shares of SRS common stock currently listed on the NASDAQ Global Market will cease to be listed on the NASDAQ Global Market and will subsequently be deregistered under the Exchange Act.

        The principal executive offices of SRS are located at 2909 Daimler Street, Santa Ana, California 92705 and its telephone number is (949) 442-1070.

DTS Merger Sub, Inc. (See page 43)

        DTS Merger Sub, Inc. or Merger Sub, is a newly formed, direct wholly-owned subsidiary of DTS and was formed on April 4, 2012 for the sole purpose of effecting the Merger. In the Merger, Merger Sub will be merged with and into SRS, with SRS surviving as a wholly-owned subsidiary of DTS.

        The principal executive offices of Merger Sub are located at 5220 Las Virgenes Road, Calabasas, California 91302 and its telephone number is (818) 436-1000.

DTS LLC (See page 43)

        DTS LLC or Merger LLC, is a newly formed, direct wholly-owned subsidiary of DTS and was formed on April 4, 2012 for the sole purpose of effecting the Upstream Merger. Immediately following the Merger of Merger Sub into SRS, SRS will be merged with and into Merger LLC, with Merger LLC surviving as a wholly-owned subsidiary of DTS.

        The principal executive offices of Merger LLC are located at 5220 Las Virgenes Road, Calabasas, California 91302 and its telephone number is (818) 436-1000.

Risk Factors (See page 31)

        In evaluating the Merger Proposal, you should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section of this proxy statement/prospectus entitled "Risk Factors".

The Merger Agreement (See page 93)

        DTS and SRS have entered into the Merger Agreement attached as Annex A to this proxy statement/prospectus. DTS and SRS encourage you to read the entire Merger Agreement carefully because it is the principal document governing the Merger.

Effects of the Merger (See page 94)

        Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, Merger Sub will be merged with and into SRS, with SRS surviving the Merger as a wholly-owned subsidiary of DTS. Immediately following the Merger, SRS will be merged with and into Merger LLC, with Merger LLC surviving the Upstream Merger as a wholly-owned subsidiary of DTS. It is expected that, as of June 11, 2012, based on 19,780,810 shares of DTS common stock outstanding on a fully-diluted basis (including 3,209,145 shares of DTS common stock issuable upon exercise and vesting of outstanding equity awards) and 14,451,840 shares of SRS common stock outstanding, the existing stockholders of DTS and the former stockholders of SRS will own approximately 89% and 11%, respectively, of the outstanding DTS common stock following completion of the Merger, assuming that no outstanding SRS stock options were exercised and no outstanding restricted stock units vested between June 11, 2012 and the effective time of the Merger and, as a result, the issuance by DTS of 2,249,212 shares of DTS common stock to former stockholders of SRS upon completion of the Merger. The exact percentage of DTS common stock that the existing stockholders of DTS and the former

stockholders of SRS will hold on a fully diluted basis upon completion of the Merger will depend upon the number of shares of SRS common stock outstanding immediately prior to the effective time of the Merger and will vary as a result of the exercise of outstanding SRS stock options and the vesting of outstanding SRS restricted stock units prior to the effective time of the Merger. For a full description of the treatment of SRS stock options and restricted stock units at the effective time of the Merger, see the section of this proxy statement/prospectus entitled "The Merger Agreement—Treatment of SRS Stock Options and Restricted Stock Units".

Merger Consideration (See page 94)

        If the Merger is completed, SRS stockholders will be entitled to receive, in exchange for each share of SRS common stock held at the effective time of the Merger, either (i) the Per Share Cash Consideration ($9.50 in cash, without interest and less any applicable withholding taxes) or (ii) the Per Share Stock Consideration (0.31127 of a share of DTS common stock). SRS stockholders may elect to receive their payment in cash or stock or a combination thereof, subject to proration based on the requirement in the Merger Agreement that 50% of the total shares of SRS common stock issued and outstanding immediately prior to the effective time of the Merger be converted into the right to receive the Per Share Cash Consideration and 50% of the total shares of SRS common stock issued and outstanding immediately prior to the effective time of the Merger be converted into the right to receive the Per Share Stock Consideration. As a result, notwithstanding the election of an SRS stockholder to receive all cash or all stock or a combination thereof, if either the cash election or the stock election is oversubscribed or undersubscribed, then an SRS stockholder may receive a combination of cash consideration or stock consideration that is different from what he, she or it may have elected, depending on the elections made by other SRS stockholders. Accordingly, the exact amount of cash and number of shares of DTS common stock you receive will depend on the election you and other SRS stockholders make. In addition, if the aggregate Per Share Stock Consideration to be paid to any holder of SRS common stock would result in such holder receiving a fractional share of DTS common stock, cash will be paid in lieu of such fractional share.

        The Exchange Ratio for the Per Share Stock Consideration was fixed in the Merger Agreement and will not be adjusted for changes in the market price of either DTS common stock or SRS common stock prior to the completion of the Merger. As a result, the implied market value of the Per Share Stock Consideration to SRS stockholders will fluctuate between now and the completion of the Merger and you will not know the exact market value of the DTS common stock that you will receive upon completion of the Merger if you elect to receive the Per Share Stock Consideration or if you receive the Per Share Stock Consideration as a result of the proration to achieve the 50% cash/50% stock allocation described above. Based on the price of DTS common stock on the NASDAQ Global Select Market of $30.52, the Exchange Ratio represented approximately $9.50 in value for each share of SRS common stock. Based on the closing price of DTS common stock on the NASDAQ Global Select Market of $27.30 on June 11, 2012, the most recent practicable trading day before the filing of this proxy statement/prospectus, the Exchange Ratio represented approximately $8.50 in value for each share of SRS common stock.

        For a full description of the consideration to be received by SRS stockholders in the Merger, including a detailed explanation and illustrative examples of the extent to which the proration requirement in the Merger Agreement may impact the election of an SRS stockholder to receive all cash or all stock or a combination thereof, see the section of this proxy statement/prospectus entitled "The Merger Agreement—Effects of the Merger; Merger Consideration".

Elections Procedure (See page 99)

        Holders of shares of SRS common stock on May 29, 2012, the record date for the special meeting, will receive an Election Form with instructions for making cash and/or stock elections. If you wish to

elect the type of consideration you will receive in the Merger, including a stock election, a cash election or a combination of both, you should carefully review and follow the instructions that will be set forth in the Election Form. SRS stockholders who hold their shares in "street name" through a bank, broker or other nominee should follow the instructions of such bank, broker or nominee for making an election with respect to such shares of SRS common stock.

        To make a valid election you must properly complete and deliver to the Exchange Agent a signed Election Form by the Election Deadline, together with (1) a properly completed Form W-9 (or Form W-8 BEN if you are a resident of a country other than the United States) and (2) if your shares are held in certificated form, either such physical certificates, if any, representing your shares of SRS common stock or a properly completed guarantee of delivery, at the address provided in the Election Form no later than the Election Deadline, as further described in the Election Form, a copy of which will be mailed to you. YOU SHOULD NOT RETURN YOUR STOCK CERTIFICATES WITH THE ENCLOSED PROXY CARD, AND YOU SHOULD NOT FORWARD YOUR STOCK CERTIFICATES TO THE EXCHANGE AGENT WITHOUT AN ELECTION FORM.

        You may revoke or change your election by sending written notice to the Exchange Agent prior to the Election Deadline. In the event that you revoke your election prior to the Election Deadline and you do not make a subsequent election prior to the Election Deadline, your shares of SRS common stock will be treated as No Election Shares, and you will receive consideration in whatever form or mix that remains after taking into account other SRS stockholders' elections. SRS stockholders will not be entitled to revoke or change an election after the Election Deadline. Accordingly, if an SRS stockholder has made an election, such stockholder will be unable to revoke the election or sell such shares of SRS common stock during the interval between the Election Deadline and the date of the completion of the Merger (the " Closing Date ").

        With respect to No Election Shares, you will receive your consideration to be received in the Merger in whatever form or mix that remains after taking into account other SRS stockholders' elections. As a holder of No Election Shares, you may be paid all in cash, all in DTS common stock, or in part cash and in part DTS common stock, depending on the remaining pool of cash and DTS common stock available for paying Merger consideration after honoring the cash elections and stock elections that other stockholders have made and without regard to your preferences.

        For more information regarding the Election Form, election procedures and the proration of the Merger consideration, see the sections of this proxy statement/prospectus entitled "The Merger Agreement—Conversion of Shares; Elections Procedure; Exchange of Certificates" and "The Merger Agreement—Effects of the Merger; Merger Consideration—Proration".

Treatment of SRS Stock Options and Restricted Stock Units (See page 99)

        Immediately prior to and conditioned upon the occurrence of the effective time of the Merger, each stock option to purchase SRS common stock that is outstanding will automatically become fully vested and exercisable (to the extent not already fully vested and exercisable) and, as of the effective time of the Merger, will be cancelled in exchange for the right to receive a cash payment, without interest and less any applicable withholding taxes, in an amount equal to the product obtained by multiplying (i) the number of shares of SRS common stock subject to the stock option and (ii) the excess if any, of (A) the Per Share Cash Consideration over (B) the exercise price per share subject to the stock option. Accordingly, all with an exercise price equal to or greater than $9.50 options will be cancelled for no additional consideration.

        Immediately prior to and conditioned upon the occurrence of the effective time of the Merger, each SRS restricted stock unit that is outstanding will automatically become fully vested and, as of the effective time of the Merger, will be cancelled in exchange for the right to receive a cash payment, without interest and less any applicable withholding taxes, equal to the product obtained by multiplying

(i) the Per Share Cash Consideration and (ii) the number of shares of SRS common stock subject to such restricted stock unit.

        For more information regarding SRS stock options and restricted stock units, see the section of this proxy statement/prospectus entitled "The Merger Agreement—Treatment of SRS Stock Options and Restricted Stock Units".

Recommendation of the SRS Board of Directors (See page 59)

        The SRS board of directors, after considering the factors described in the section of this proxy statement/prospectus entitled "The Merger—Recommendation of the SRS Board of Directors and Its Reasons for the Merger", unanimously approved the Merger Agreement and determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable and fair to and in the best interests of SRS and SRS stockholders and has resolved to recommend the approval of the Merger Proposal to SRS stockholders. The SRS board of directors unanimously recommends that SRS stockholders vote (i) "FOR" the Merger Proposal, (ii) "FOR" the Merger-Related Compensation Proposal and (iii) "FOR" the Adjournment Proposal.

Opinion of Covert & Co. (See page 63)

        In connection with a meeting of the SRS board of directors held on April 15, 2012 to evaluate the Merger, Covert & Co. delivered to the SRS board of directors its oral opinion, which it subsequently confirmed in writing, to the effect that, as of such date and based upon and subject to the limitations, qualifications, factors and assumptions set forth in its opinion, the consideration to be received by the holders of SRS common stock in the Merger was fair, from a financial point of view, to such holders of SRS common stock.

         The full text of the written opinion of Covert & Co., dated April 15, 2012, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations, qualifications and conditions to the review undertaken by Covert & Co. in connection with the opinion, is attached as Annex C to this proxy statement/prospectus and is incorporated herein by reference. Covert & Co. provided its opinion to the SRS board of directors for the benefit and use of the SRS board of directors in connection with and for purposes of its evaluation of the consideration to be received by holders of SRS common stock from a financial point of view. Covert & Co.'s opinion does not address any other aspect of the Merger and does not constitute a recommendation to any stockholder as to how to vote or act in connection with the Merger.

        For a more complete description, see the section of this proxy statement/prospectus entitled "The Merger—Opinion of Covert & Co.". See also Annex C to this proxy statement/prospectus.

DTS' Reasons for the Merger (See page 70)

        The DTS board of directors determined, after careful consideration of the factors described in the section of this proxy statement/prospectus entitled "The Merger—DTS' Reasons for the Merger", that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable and fair to DTS and in the best interests of DTS and its stockholders and unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Merger.

Opinion of Centerview Partners LLC (See page 72)

        In connection with a meeting of the DTS board of directors held to evaluate the Merger, Centerview Partners LLC (" Centerview "), the financial advisor to a strategic transaction committee of the board of directors of DTS, delivered to the DTS board of directors its oral opinion, which it subsequently confirmed in its written opinion, dated April 16, 2012, to the effect that, as of that date and based on and subject to various assumptions, matters considered, qualifications, limitations and

conditions described in Centerview's opinion, the aggregate Merger consideration, to be paid by DTS in the Merger was fair, from a financial point of view, to DTS.

         The full text of the written opinion of Centerview, dated April 16, 2012, which sets forth, among other things, the assumptions made, procedures followed, matters considered, qualifications, limitations and conditions to the review undertaken by Centerview in connection with Centerview's opinion, is attached as Annex B and is incorporated herein by reference. Centerview's opinion was directed to, and provided for the benefit of, the DTS board of directors (in its capacity as such), in connection with, and for the purpose of, its evaluation of the Mergers. Centerview's opinion addresses only and is limited to the fairness, from a financial point of view, to DTS of the aggregate consideration to be paid in the Merger by DTS, and does not address any other aspect of the Mergers. The opinion does not address the prices at which the DTS common stock will trade following completion of the Merger or at any time and no opinion or view is expressed with respect to any consideration to be received in connection with the Mergers by, or the impact of the Mergers on, the holders of any class of securities, creditors or other constituencies of any party. Centerview's opinion does not address the relative merits of the Mergers as compared to other business strategies or transactions that might be available to DTS or DTS' underlying business decision to effect the Mergers.

        For a more complete description, see the section of this proxy statement/prospectus entitled "The Merger—Opinion of Centerview Partners LLC".

SRS Security Ownership of Certain Beneficial Owners and Management; Voting Agreement (See pages 118 & 125)

        As of the record date, the directors and executive officers of SRS and their affiliates beneficially owned and were entitled to vote 2,986,672 shares of SRS common stock, which represent approximately 20.7% of SRS common stock outstanding on that date.

        It is currently expected that SRS' directors and executive officers will vote their shares in favor of each of the proposals to be considered and voted upon at the special meeting. Mr. Yuen, and certain family members and affiliates of Mr. Yuen, have entered into the Voting Agreement (as defined in the section of this proxy statement/prospectus entitled "The Voting Agreement"). The Voting Agreement provides, among other things, that such SRS stockholders have irrevocably agreed, on the terms and subject to the conditions specified in the Voting Agreement, to vote all shares of SRS common stock beneficially owned by such stockholders in favor of the Merger Proposal, against competing proposals and against any action or agreement that would be expected to materially impair the ability of DTS to complete the Merger. This Voting Agreement is included as Annex D hereto. As of April 16, 2012, the last trading day before the public announcement of the Merger, and June 11, 2012, the most recent practicable trading day before the filing of this proxy statement/prospectus, such stockholders held an aggregate of approximately 20% of the shares of SRS common stock (representing approximately 20% of the shares of SRS common stock as of the record date for the special meeting).

        For a more complete description of the stock ownership of SRS' directors and executive officers and the Voting Agreement, see the sections of this proxy statement/prospectus entitled "SRS Security Ownership of Certain Beneficial Owners and Management" and "The Voting Agreement".

Interests of SRS' Directors and Executive Officers in the Merger (See page 80)

        In considering the recommendation of the SRS board of directors with respect to the Merger, you should be aware that certain executive officers and directors of SRS have interests in the Merger that may be different from, or in addition to, the interests of SRS stockholders generally. These interests may present them with potential conflicts of interest. The SRS board of directors was aware of the interests described below and considered them, among other matters, when adopting the Merger

Agreement and recommending that SRS stockholders vote in favor of the Merger Proposal. These interests include:

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the payment of severance benefits to executive officers of SRS if they undergo qualifying terminations or resignations following the completion of the Merger;



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the accelerated vesting of SRS stock options held by executive officers and directors of SRS, which, as of June 11, 2012, the most recent practicable trading day before the filing of this proxy statement/prospectus, are exercisable for approximately 2,848,216 shares of SRS common stock with an aggregate value of approximately $8,356,109 upon completion of the Merger;



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the right to continued indemnification and insurance coverage for directors and executive officers of SRS following the completion of the Merger pursuant to the terms of the Merger Agreement;



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the service of Mr. Yuen as a director of DTS following the completion of the Merger; and



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the payments due to Sam Yau, a member of the SRS board of directors, for consulting services previously rendered to SRS, pursuant to his consulting arrangement with SRS, prior to the effective time of the Merger.

        For a more detailed description of these interests, see the section of this proxy statement/prospectus entitled "The Merger—Interests of SRS' Directors and Executive Officers in the Merger".

Governance Matters Following the Merger (See page 111)

        DTS agreed, subject to the fiduciary duties of the DTS board of directors, to elect Mr. Yuen as a director of DTS immediately following the effective time of the Merger. If Mr. Yuen is not able or not willing to serve as a director of DTS as of the effective time of the Merger, DTS' obligation will be terminated.

        SRS has also agreed, prior to the effective time of the Merger, to use its commercially reasonable efforts to obtain resignations from all directors of SRS and its subsidiaries as of the effective time of the Merger if requested by DTS prior to the completion of the Merger.

        In the event that the Merger is not completed, the foregoing director elections and director resignations will not take effect.

        For a more detailed description of these governance matters, see the sections of this proxy statement/prospectus entitled "The Merger Agreement—DTS' Post-Merger Board of Directors" and "The Merger Agreement—Additional Covenants".

Regulatory Matters (See page 86)

        DTS and SRS have each agreed to take certain actions in order to obtain regulatory clearance required to complete the Merger. Regulatory clearance required to complete the Merger includes expiration or termination of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and the rules and regulations promulgated thereunder (the " HSR Act "), following required notifications to and review by the Antitrust Division of the U.S. Department of Justice (the " DOJ ") or the Federal Trade Commission (the " FTC "). The parties filed the required notifications with the DOJ and the FTC on April 30, 2012. The waiting period under the HSR Act expired at 11:59 p.m. on May 30, 2012.

        The DOJ, the FTC and others may challenge the Merger on antitrust grounds after expiration of the waiting period under the HSR Act. Accordingly, at any time before or after the completion of the Merger, the DOJ, the FTC or others could take action under the antitrust laws as it deems necessary or desirable in the public interest, including, without limitation, seeking to enjoin the completion of the Merger or to permit completion only subject to regulatory concessions or conditions. There can be no assurance that a challenge to the Merger will not be made or that, if a challenge is made, it will not prevail.

        See the section of this proxy statement/prospectus entitled "The Merger—Regulatory Matters" for a more detailed description of these regulatory matters.

Effective Time and Conditions to the Completion of the Merger (See page 113)

        DTS and SRS hope to complete the Merger as soon as reasonably practicable and expect the closing of the Merger to occur in the third quarter of 2012. However, the Merger is subject to various regulatory clearances and the satisfaction or waiver of other conditions, including SRS stockholders approval of the Merger Proposal, and it is possible that factors outside the control of DTS and SRS could result in the Merger being completed at an earlier time, a later time or not at all. There may be a substantial amount of time between the dates on which the special meeting is held and the date on which the Merger is completed.

        The obligations of DTS and SRS to complete the Merger are subject to the satisfaction or waiver of the following conditions:

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the approval of the Merger Proposal by the affirmative vote of the holders representing a majority of the outstanding shares of SRS common stock entitled to vote thereon at the special meeting (or any adjournment or postponement thereof);



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the expiration or termination of any waiting period applicable to the completion of the Merger under the HSR Act;



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the absence of any law or order, writ, injunction, judgment, decree or ruling in effect or pending or threatened by the DOJ or the FTC, which prohibits, renders illegal or enjoins or threatens to prohibit, render illegal or enjoin, the completion of the transactions contemplated by the Merger Agreement; and



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the effectiveness of the registration statement on Form S-4 of which this proxy statement/prospectus is a part and there being no pending or threatened stop order relating thereto.

        The obligation of SRS to complete the Merger is subject to the satisfaction or waiver by SRS of the following conditions:

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each of the representations and warranties of DTS, Merger Sub and Merger LLC in the Merger Agreement must be true and correct (without giving effect to any qualification as to materiality or material adverse effect contained in a representation or warranty) as of the date of the Merger Agreement and as of the Closing Date (other than those representations or warranties that speak as of another date, which will be determined as of such date), except where all failures to be true and correct would not be reasonably expected to have, individually or in the aggregate a material adverse effect on DTS;



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each of DTS, Merger Sub and Merger LLC must have performed or complied with, in all material respects, all of the covenants and agreements required to be performed or complied with by them under the Merger Agreement at or prior to the Closing Date;



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SRS must have received a certificate of an executive officer of DTS as to the satisfaction of the conditions relating to the representations and warranties of DTS, Merger Sub and Merger LLC and the performance of the covenants and agreements of DTS, Merger Sub and Merger LLC;



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since April 16, 2012, there must not have been any event that, individually or in the aggregate, has had or would be reasonably likely to have a material adverse effect on DTS;



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the shares of DTS common stock issuable to SRS stockholders pursuant to the Merger must have been authorized for listing on the NASDAQ Global Select Market, subject to official notice of issuance; and



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SRS must have received an opinion of Paul Hastings LLP (" Paul Hastings ") (or such other counsel reasonably acceptable to SRS), dated as of the Closing Date, to the effect that the Mergers, considered together as a single integrated transaction for United States federal income tax purposes along with the other transactions effected pursuant to the Merger Agreement, will qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the " Code ").

        The obligation of DTS and Merger Sub to complete the Merger is subject to the satisfaction or waiver by DTS of the following conditions:

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(i) the representations and warranties of SRS in the Merger Agreement regarding its corporate authority to enter into the Merger Agreement and entitlements to any broker's, finder's, opinion, success, transaction fee or other fee or commission in connection with the transactions contemplated by the Merger Agreement must be true and correct in all respects as of the date of the Merger Agreement and as of the Closing Date (other than those representations or warranties that speak as of another date, which will be determined as of such date), (ii) certain of the representations and warranties of SRS in the Merger Agreement concerning capitalization must be true and correct in all respects other than de minimis inaccuracies as of the date of the Merger Agreement and as of the Closing Date (other than those representations or warranties that speak as of another date, which will be determined as of such date) and (iii) all other representations and warranties of SRS in the Merger Agreement must be true and correct (without giving effect to any qualification as to materiality or material adverse effect qualifications), in each case, as of the date of the Merger Agreement and as of the Closing Date (other than those representations or warranties that speak as of another date, which will be determined as of such date), except where all failures to be true and correct would not be reasonably expected to have, individually or in the aggregate, a material adverse effect on SRS;



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SRS must have performed or complied with, in all material respects, all of the covenants and agreements required to be performed or complied with by it under the Merger Agreement at or prior to the Closing Date;



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DTS and Merger Sub must have received a certificate of an executive officer of SRS as to the satisfaction of the conditions relating to the representations and warranties of SRS and the performance of the obligations of SRS;



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since April 16, 2012, there must not have been any event that, individually or in the aggregate, has had or would be reasonably likely to have a material adverse effect on SRS; and



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DTS must have received an opinion of DLA Piper LLP (US) (" DLA ") (or such other counsel reasonably acceptable to DTS), dated as of the Closing Date, to the effect that the Mergers, considered together as a single integrated transaction for United States federal income tax purposes along with the other transactions effected pursuant to the Merger Agreement, will qualify as a "reorganization" within the meaning of Section 368(a) of the Code.

        See the section of this proxy statement/prospectus entitled "The Merger Agreement—Conditions to the Merger" for a further discussion of the conditions to closing of the Merger.

SRS is Prohibited from Soliciting Other Offers (See page 106)

        SRS has agreed that it will not solicit, initiate or take any action outside of the ordinary course of business to encourage any offers, proposals or inquiries by a third party, enter into, continue or otherwise participate in any discussions or negotiations or furnish to any person any non-public information or data regarding any Acquisition Proposal (as defined in the section of this proxy statement/prospectus entitled "The Merger Agreement—SRS is Prohibited from Soliciting Other Offers") or approve or recommend an Acquisition Proposal. These restrictions are, however, subject to certain limited exceptions, including the ability of SRS to take certain actions in response to an unsolicited Acquisition Proposal if its board of directors determines in good faith, after consultation with its financial advisor and outside legal counsel that the Acquisition Proposal is a Superior Proposal (as defined in the section of this proxy statement/prospectus entitled "The Merger Agreement—Superior Proposal; Change in Company Board Recommendation") or is reasonably likely to result in a

Superior Proposal. SRS is subject to such "no-shop" provisions until the earlier of (i) the effective time of the Merger and (ii) the termination of the Merger Agreement in accordance with its terms.

        See the section of this proxy statement/prospectus entitled "The Merger Agreement—SRS is Prohibited from Soliciting Other Offers" for a further discussion of SRS' covenant not to solicit alternative acquisition proposals.

Termination of the Merger Agreement (See page 115)

        The Merger Agreement may be terminated in accordance with its terms at any time prior to the effective time of the Merger, (except as specified below, including after the approval of the Merger Proposal by SRS stockholders):

•

by mutual written consent of DTS and SRS;



•

by DTS or SRS, if:



•

the Merger is not completed by December 31, 2012 (the " Outside Date "), provided that the Outside Date may be extended for up to 180 days by either party by written notice to the other party if the Merger has not been completed because of a failure of the waiting period (and any extension thereof) under the HSR Act to expire or terminate and the extending party reasonably believes such approval will be obtained during the extension period and each of the other conditions to the Merger have been satisfied, waived or remains reasonably capable of satisfaction, provided further that this right to terminate the Merger Agreement will not be available to a party whose breach of the Merger Agreement is the cause of the failure of the Merger to be completed;



•

the approval of the Merger Proposal by SRS stockholders has not been obtained at the special meeting or at any adjournment or postponement of such meeting, provided that such right to terminate the Merger Agreement will not be available to a party if the failure to obtain the required vote of SRS stockholders is attributable to such party's failure to perform any material obligations required to be performed by such party; or



•

a court or governmental body issues a final and non-appealable order or any other action having the effect of permanently restraining, enjoining or otherwise prohibiting the completion of the Merger, provided that such right to terminate the Merger Agreement will not be available to a party if the issuance of such order is attributable to a failure of such party to perform in any material respect its obligations under the Merger Agreement;



•

by DTS:



•

upon the occurrence of a Triggering Event (as defined in the section of this proxy statement/prospectus entitled "The Merger Agreement—Termination; Termination Fee; Expenses"); or



•

( provided it is not then in material breach of any of its obligations under the Merger Agreement), if there is any continuing inaccuracy in the representations and warranties of SRS, or SRS is then failing to perform any of its covenants or other agreements set forth in the Merger Agreement, in either case such that (i) the conditions to DTS' obligation to effect the Merger would fail to be satisfied at the time of such termination and (ii) such inaccuracy or breach is not cured within thirty days after written notice is received by SRS;



•

by SRS:



•

( provided it is not then in material breach of any of its obligations under the Merger Agreement), if there is any continuing inaccuracy in the representations and warranties of DTS, Merger Sub and Merger LLC, or DTS, Merger Sub and Merger LLC are then failing

to perform any of its covenants or other agreements set forth in the Merger Agreement, in either case such that (i) the conditions to DTS' obligation to effect the Merger would fail to be satisfied at the time of such termination and (ii) such inaccuracy or breach is not cured within 30 days after written notice is received by SRS; or

•

if, at any time prior to the approval of the Merger Proposal by SRS stockholders, the SRS board of directors determines to enter into a definitive agreement providing for a Superior Proposal, so long as SRS pays to DTS the Termination Fee.

Termination; Termination Fee; Expenses (See page 115)

        Generally, all fees and expenses incurred in connection with the Merger Agreement and the transactions contemplated by the Merger Agreement will be paid by the party incurring those expenses, subject to the specific exceptions discussed in this proxy statement/prospectus whereby SRS may be required to pay the Termination Fee ($7,495,000).

        See the section entitled "The Merger Agreement—Termination; Termination Fee; Expenses" for a further discussion of the circumstances under which the Termination Fee will be required to be paid.

Accounting Treatment (See page 124)

        DTS and SRS each prepare its financial statements in accordance with accounting principles generally accepted in the United States of America (" GAAP "). The Merger will be accounted for using the acquisition method of accounting. DTS will be treated as the acquiror for accounting purposes.

        See the section entitled "Accounting Treatment" for a further discussion of the accounting treatment of the transaction.

Appraisal Rights (See page 87)

        Depending upon the elections made by SRS stockholders with respect to the form of consideration to be received in the Merger, Delaware law may entitle SRS stockholders, who comply with the procedures specified in Section 262, to have their shares appraised by the Chancery Court. Specifically, holders, if any, of shares of SRS common stock who elect to receive the Per Share Stock Consideration (see the sections of this proxy statement/prospectus entitled "The Merger Agreement—Effects of the Merger; Merger Consideration" and "The Merger Agreement—Conversion of Shares; Elections Procedure; Exchange of Certificates"), but are forced to accept Per Share Cash Consideration in respect of any such shares by reason of proration (and not simply cash in lieu of fractional shares) (as more fully explained below under "The Merger Agreement—Effects of the Merger; Merger Consideration—Proration"), would be entitled to have the "fair value" of such shares appraised by the Chancery Court if they otherwise comply with the procedures set forth in Section 262. Delaware law is unsettled with respect to appraisal rights for holders of shares of SRS common stock who choose not to make an election with respect to the form of Merger consideration to be received for their shares and who receive some portion of the Merger consideration in cash; however, following the completion of the Merger, DTS and SRS will take the position that such holders will not be entitled to appraisal rights.

        As of the date of the mailing of this proxy statement/prospectus, it cannot be stated definitively whether appraisal rights will be available as a result of the Merger because (i) the availability of appraisal rights depends on whether the Per Share Cash Consideration is undersubscribed to the extent that appraisal rights would be available and (ii) it will not be known whether the Per Share Cash Consideration is undersubscribed to the extent that appraisal rights would be available until the Election Deadline (see the sections of this proxy statement/prospectus entitled "The Merger Agreement—Effects of the Merger; Merger Consideration" and "The Merger Agreement—Conversion

of Shares; Elections Procedure; Exchange of Certificates—Exchange Procedures"). In the event that the Per Share Cash Consideration is undersubscribed to the extent that appraisal rights would be available, SRS stockholders who have otherwise complied with the requirements of Section 262 will be advised of the availability of appraisal rights within ten days of the completion of the Merger in the notice of the effective time of the Merger required by Section 262. If the Per Share Cash Consideration is not undersubscribed to the extent that appraisal rights would be available, DTS will issue a public announcement and file a Current Report on Form 8-K with the SEC informing SRS stockholders that appraisal rights will not be available in connection with the Merger.

        Because SRS stockholders may be entitled to appraisal rights under certain circumstances, you are urged to read the summary of appraisal rights contained in this proxy statement/prospectus under the section entitled "The Merger—Appraisal Rights" as well as Section 262, which is attached hereto as Annex E. If you wish to preserve the ability to exercise appraisal rights, you must make a written demand for appraisal of your shares as described in the section of this proxy statement/prospectus entitled "The Merger—Appraisal Rights" and in Section 262.

Listing of DTS Common Stock; Delisting and Deregistration of Shares of SRS Common Stock after the Merger (See page 87)

        It is a condition to the completion of the Merger that the shares of DTS common stock to be issued to SRS stockholders pursuant to the Merger be authorized for listing on the NASDAQ Global Select Market at the effective time of the Merger, subject to official notice of issuance. Upon completion of the Merger, shares of SRS common stock currently listed on the NASDAQ Global Market will cease to be listed on the NASDAQ Global Market and will subsequently be deregistered under the Exchange Act.

        See the sections of this proxy statement/prospectus entitled "The Merger—Listing of DTS Common Stock" and "The Merger—Delisting and Deregistration of SRS Common Stock After the Merger" for a further discussion of the listing of DTS shares and delisting of SRS common stock in connection with the Merger.

The Mergers Will Generally Be Tax-Free to Holders of SRS Common Stock That Receive Only DTS Common Stock and Taxable to Holders That Receive Cash (See page 120)

        Neither DTS nor SRS will be required to complete the Merger unless it receives a legal opinion to the effect that the Mergers, considered together as a single integrated transaction, will qualify as a "reorganization" within the meaning of Section 368(a) of the Code. The transaction is expected to generally be tax-free to holders of SRS common stock for United States federal income tax purposes to the extent that such holders receive only shares of DTS common stock pursuant to the Merger. Those holders receiving solely cash for their SRS common stock will generally recognize gain or loss equal to the difference between the amount of cash received and their tax basis in their shares of SRS common stock. Those holders receiving both DTS common stock and cash for their SRS common stock will generally recognize gain, but not loss, equal to the lesser of (i) the amount of cash received and (ii) the excess of the "amount realized" in the transaction (i.e., the fair market value of the DTS common stock at the effective time of the Merger plus the amount of cash received) over their tax basis in their SRS common stock. In certain circumstances, such gain or, in the case of recipients of cash only, the entire amount of cash received, could be taxable as a dividend rather than capital gain. For a further summary of the United States federal income tax consequences of the Merger to holders of SRS common stock, please see the section of this proxy statement/prospectus entitled "Material U.S. Federal Income Tax Consequences of the Mergers".

         The U.S. federal income tax consequences described above may not apply to all holders of SRS common stock. Your tax consequences will depend on your individual situation. Accordingly, you are

strongly urged to consult your tax advisor for a full understanding of the particular tax consequences of the Merger to you.

The Special Meeting (See page 44)

        Date, Time and Place:     The special meeting will be held on Friday, July 20, 2012, at 10:00 a.m. (Pacific Time), at the principal executive offices of SRS located at 2909 Daimler Street, Santa Ana, California 92705.

        Matters to be Considered at the Special Meeting.     At the special meeting and any adjournments or postponements thereof, you will be asked to:

•

approve the Merger Proposal;



•

approve the Merger-Related Compensation Proposal; and



•

approve the Adjournment Proposal.

        SRS is also soliciting proxies for use at the special meeting to conduct any other business as may properly come before the special meeting or any adjournment or postponement thereof. You may cast one vote for each share of SRS common stock you own.

        Required Vote:     The approval of the Merger Proposal requires the affirmative vote of the holders representing a majority of the outstanding shares of SRS common stock entitled to vote thereon at the special meeting (or any adjournment or postponement thereof). The approval of the Merger Proposal is a condition to the closing of the Merger. The approval of the Merger-Related Compensation Proposal requires the affirmative vote of the holders representing a majority of the shares of SRS common stock present in person or represented by proxy at the special meeting and entitled to vote thereon and which have actually voted. The approval of the Adjournment Proposal requires the affirmative vote of the holders representing a majority of the shares of SRS common stock present in person or represented by proxy at the special meeting and entitled to vote thereat and which have actually voted, regardless of whether a quorum is present. The approvals of the Merger-Related Compensation Proposal and the Adjournment Proposal are not a condition to the closing of the Merger.

        Record Date:     Only record holders of shares of SRS common stock at the close of business on May 29, 2012, the record date for the special meeting, are entitled to notice of, and to vote at, the special meeting or any adjournments thereof. At the close of business on the record date, 14,450,340 shares of SRS common stock were issued and outstanding, approximately 20.7% of which were held by SRS' directors and executive officers and their affiliates.

        SRS Board of Directors Recommendation:     The SRS board of directors has unanimously approved the Merger Agreement and determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable and fair to and in the best interests of SRS and SRS stockholders. Accordingly, SRS' board of directors unanimously recommends that you vote (i) "FOR" the Merger Proposal, (ii) "FOR" the Merger-Related Compensation Proposal and (iii) "FOR" the Adjournment Proposal.

Comparison of Stockholders' Rights (See page 141)

        SRS stockholders, whose rights are currently governed by the SRS amended and restated certificate of incorporation (the " SRS Charter ") and the SRS amended and restated bylaws (the " SRS Bylaws "), will, to the extent such holders receive shares of DTS common stock in the Merger, upon completion of the Merger, become stockholders of DTS and their rights will be governed by the amended and restated certificate of incorporation of DTS, as amended (the " DTS Charter ") and the

restated bylaws of DTS, as amended (the " DTS Bylaws "). For a more complete discussion of the differences between the rights of SRS stockholders and DTS stockholders, see the section of this proxy statement/prospectus entitled "Comparison of Stockholders' Rights".

Dividends (See page 86)

        Under the terms of the Merger Agreement, SRS is prohibited from paying dividends on its common stock and from repurchasing shares of its common stock during the pendency of the Merger, other than pursuant to SRS' right to acquire restricted shares of SRS common stock held by an SRS employee upon termination of such employee's employment.

Litigation (See page 91)

        Two putative class action lawsuits have been filed by purported SRS stockholders challenging the Merger. The lawsuits seek, among other things, to enjoin the defendants from completing the Merger pursuant to the terms of the Merger Agreement. If the plaintiffs are successful in obtaining an injunction prohibiting the completion of the Merger pursuant to the terms of the Merger Agreement, such an injunction may prevent the completion of the Merger in the expected timeframe (or altogether).

        For more information, see the section of this proxy statement/prospectus entitled "The Merger—Litigation".

Comparative Per Share Market Price Information

        The following table presents the closing prices of DTS common stock on the NASDAQ Global Select Market and SRS common stock on the NASDAQ Global Market on April 16, 2012, the last trading day before the public announcement of the Merger, and June 11, 2012, the most recent practicable trading day before the filing of this proxy statement/prospectus. The table also presents the approximately equivalent value of the Per Share Stock Consideration on those dates, calculated by multiplying the closing price of DTS common stock ending on those dates by 0.31127 (which is referred to in this proxy statement/prospectus as the Exchange Ratio), representing the approximate per share value of the stock consideration that an SRS stockholder will be entitled to receive, in exchange for each share of SRS common stock held by such stockholder at the effective time of the Merger, assuming such stockholder elects to receive, or receives as a result of proration, the Per Share Stock Consideration for such share.

        The market prices of shares of DTS and SRS common stock fluctuate, and the value of the Per Share Stock Consideration will fluctuate with the market price of the DTS common stock. As a result, you are urged to obtain current market quotations of DTS common stock.

Summary Historical Consolidated Financial Data of DTS

        The following table sets forth selected historical consolidated financial data of DTS. This data is derived from DTS' Consolidated Financial Statements as of and for the five years ended December 31, 2011, 2010, 2009, 2008 and 2007, respectively and the quarterly financial statements as of March 31, 2012 and for the three months ended March 31, 2012 and 2011. In DTS' opinion, such historical consolidated financial data includes all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of its financial position and results of operations for such periods. Interim results for the three months ended and as of March 31, 2012 are not necessarily indicative of, and are not projections for, the results to be expected for the fiscal year ending December 31, 2012.

        You should read this information together with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and with the consolidated financial statements and notes to the consolidated financial statements for the year ended December 31, 2011 included in DTS' Annual Report on Form 10-K, filed with the SEC on March 2, 2012 and Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2012 filed with the SEC on May 9, 2012, all of which are incorporated by reference in this proxy statement/prospectus. See the section of this proxy statement/prospectus entitled "Where You Can Find More Information".

Summary Historical Consolidated Financial Data of SRS

        The following table sets forth selected historical consolidated financial data of SRS. This data is derived from SRS' Consolidated Financial Statements as of and for the five years ended December 31, 2011, 2010, 2009, 2008 and 2007, respectively and the quarterly financial statements as of March 31, 2012 and for the three months ended March 31, 2012 and 2011. In SRS' opinion, such historical consolidated financial data includes all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of its financial position and results of operations for such periods. Interim results for the three months ended and as of March 31, 2012 are not necessarily indicative of and are not projections for, the results to be expected for the fiscal year ending December 31, 2012.

        You should read this information together with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and with the consolidated financial statements and notes to the consolidated financial statements for the year ended December 31, 2011 included in SRS' Annual Report on Form 10-K, filed with the SEC on March 15, 2012 and as amended on April 30, 2012 and Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2012 filed with the

SEC on May 10, 2012, all of which are incorporated by reference in this proxy statement/prospectus. See the section of this proxy statement/prospectus entitled "Where You Can Find More Information".

Summary Unaudited Pro Forma Condensed Combined Financial Information of DTS and SRS

        The following table presents unaudited pro forma condensed combined financial information about DTS' consolidated balance sheet and statements of income, after giving effect to the Merger with SRS. The information under "Pro Forma Condensed Combined Statements of Income" in the table below gives effect to the Merger as if it had been consummated on January 1, 2011, the beginning of the earliest period presented. The information under "Pro Forma Condensed Combined Balance Sheet" in the table below assumes the Merger had been consummated on March 31, 2012. This unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting, with DTS considered the acquirer of SRS for accounting purposes. See the section of this proxy statement/prospectus entitled "Accounting Treatment".

        In addition, the unaudited pro forma condensed combined financial information includes adjustments which are preliminary and may be revised. There can be no assurance that such revisions will not result in material changes. The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and is not necessarily indicative of results that actually would have occurred or that may occur in the future had the Merger been completed on the dates indicated, nor is it necessarily indicative of the future operating results or financial position of DTS after the Merger.

        The information presented below should be read in conjunction with the historical consolidated financial statements of DTS and SRS including the related notes, filed by each of them with the SEC, and with the pro forma condensed combined financial information of DTS and SRS, including the related notes, appearing elsewhere in this document. See the sections of this proxy statement/prospectus entitled "Where You Can Find More Information" and "Unaudited Pro Forma Condensed Combined Financial Information".

Pro Forma Condensed Combined Balance Sheet
As of March 31, 2012
(Amounts in thousands)
(Unaudited)