UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT ~~Pursuant~~TO toSECTION ~~Section~~ 13 orOR 15(d) ofOF ~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

~~September~~April 1323, ~~2007~~2008

Date of Report (Date of earliest event reported)

DIRECTED ELECTRONICS, INC.

(Exact Name of Registrant as Specified in ~~Its~~its Charter)

FLORIDA	000-51664	65-0964171
(State or Other	(Commission File Number)	(IRS Employer
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
Jurisdiction of Incorporation)		Identification No.)

1 ~~VIPER~~Viper ~~WAY~~Way ~~VISTA~~Vista, ~~CALIFORNIA~~ California 92081

(Address of ~~Principal~~principal ~~Executive~~executive ~~Offices~~offices) (Zip Code)

(760) 598-6200

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a- 12 under the Exchange Act (17 CFR 240.14a- 12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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

TABLE OF CONTENTS

Item 1.01. Entry into a Material Definitive Agreement Item ~~5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers Item~~ 9.01. Financial Statements and Exhibits SIGNATURES ~~EXHIBIT INDEX~~ EX-~~3.2 EX-~~10.233 EX-~~10.22 EX-~~99.1

Item 1.01. Entry into a Material Definitive Agreement.

As described in our previous filings with the Securities and Exchange Commission, we ~~enter~~are party ~~into~~to ~~indemnification~~a ~~agreements~~Manufacturing ~~with each of our directors~~ and ~~executive~~Distribution ~~officers~~Agreement, todated ~~give~~as ~~these persons additional contractual assurances regarding the scope~~ of ~~the~~April 7, ~~indemnification~~2005, ~~set~~as ~~forth~~amended, ~~in our~~between ~~articles of incorporation~~ us and ~~bylaws~~SIRIUS ~~and~~Satellite toRadio ~~provide additional procedural protections~~Inc. ~~On September 13~~, ~~2007,~~or inSIRIUS. ~~connection~~SIRIUS ~~with~~provides ~~his~~and ~~election~~delivers tosatellite ~~our~~radio ~~board of directors as described below in Item 5.02~~content, and we ~~entered~~market ~~into~~and andistribute ~~indemnification~~SIRIUS-branded ~~agreement~~electronic ~~with~~devices ~~Seth~~that R.receive ~~Johnson~~and inplay ~~substantially~~that ~~the~~content. ~~same~~SIRIUS-branded ~~form~~satellite asradio ~~the~~receivers ~~form~~are ofdesigned ~~indemnification~~and ~~agreement~~developed ~~executed~~ by ~~our~~SIRIUS ~~other directors~~ and ~~executive~~manufactured by ~~officers.~~our Incontract ~~addition,~~manufacturers weto ~~entered~~specifications ~~into~~provided ~~indemnification~~by ~~agreements with Ronald F~~SIRIUS. ~~Dutt,~~The ~~our Executive~~Manufacturing ~~Vice President~~ and Distribution ~~Chief~~Agreement ~~Financial~~is ~~Officer,~~a ~~and Joe Steven Wood, our Vice President~~ multi- ~~Sales.~~year ~~The form of indemnification~~ agreement, ~~was~~pursuant ~~originally filed as Exhibit 10.22~~ to ~~our Registration~~which ~~Statement~~we onhave ~~Form~~exclusive U.S~~-1 (file no~~. ~~333-127823) filed with the Securities and Exchange~~ ~~Commission~~distribution onrights ~~December 1,~~for ~~2005,~~certain isSIRIUS-branded ~~attached~~products ~~hereto~~to asour ~~Exhibit 10~~existing U.~~22,~~S. ~~and~~retailer ~~is hereby incorporated by~~customer ~~reference in this Item 1~~base.~~01.~~

InOn ~~addition~~April 23, as2008, ~~described~~we inentered ~~our~~into ~~previous~~a ~~filings~~Letter ~~with~~Agreement amending the ~~Securities~~Manufacturing and Distribution ~~Exchange~~Agreement ~~Commission~~to, weamong ~~enter~~other ~~into~~things, ~~change~~provide infor ~~control~~or ~~severance~~amend ~~agreements~~existing ~~with~~terms ~~our~~relating ~~executive~~to product ~~officers~~returns, towarranty ~~encourage~~processing, ~~these~~discounts ~~officers’~~and ~~full~~rebates, ~~attention~~payment and ~~dedication~~interest terms relating to product ~~our~~orders ~~company~~and ~~currently~~inventory, and into extend the ~~event~~term of ~~any~~the ~~proposed~~agreement ~~change~~until ~~in control~~January 31, 2009. The Manufacturing and toDistribution ~~provide~~Agreement ~~these~~was ~~officers~~originally ~~with~~filed ~~individual~~on ~~financial~~December 12, ~~security~~2005 as Exhibit 10.15 Weto ~~entered~~our ~~into~~Registration ~~change~~Statement inon ~~control~~Form ~~severance~~S-1 ~~agreements~~(Registration ~~with~~No. 333-127823), ~~Ronald~~and F.confidential ~~Dutt,~~treatment was ~~Joe~~previously ~~Steven~~granted ~~Wood,~~by ~~and~~the KCSecurities ~~Bean,~~and ~~our~~Exchange ~~Vice~~Commission ~~President~~for ~~and~~certain ~~General~~portions ~~Counsel~~of that agreement. The ~~form~~agreement ofwas ~~change~~subsequently inamended ~~control~~on ~~severance~~July 17, ~~agreement~~2007 ~~was~~and ~~originally~~November 26, 2007, which amendments were filed as ~~Exhibit~~Exhibits 10.230 and 10.31 to our ~~Registration~~Current ~~Statement~~Report on Form S8-1K ~~(file no. 333-127823)~~ filed with the Securities and Exchange Commission on November 16 30, ~~2005~~2007, and confidential treatment was previously granted by the Securities and Exchange Commission for certain portions of those amendments. The Letter Agreement is attached ~~here~~ tohereto as Exhibit 10.2,33 and is hereby incorporated by reference in this Item 1.01.

~~Item~~ On April ~~5.02.~~29, ~~Departure~~2008, ofwe ~~Directors~~filed ora ~~Principal~~press ~~Officers;~~release ~~Election~~announcing our amendment of ~~Directors;~~the ~~Appointment~~terms of the ~~Principal~~Manufacturing ~~Officers~~and Distribution Agreement, a copy of which is attached hereto as Exhibit 99.1 and is hereby incorporated by reference into this Item 1.01.

Effective September 13, 2007, our board of directors elected Seth R. Johnson to serve as a Class II director of our company. There was no arrangement or understanding pursuant to which Mr. Johnson was elected as a director, and since the beginning of our last fiscal year there have been no related party transactions between Mr. Johnson and our company. Mr. Johnson replaced Edmond Thomas as Chairman of our Audit Committee. Mr. Thomas will continue to serve on our Audit Committee.

On September 17, 2007, we issued a press release announcing the election of Mr. Johnson to our board of directors. A copy of the press release is attached hereto as Exhibit 99.1.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective September 13, 2007, our board of directors amended Article V of our amended and restated bylaws to provide us with the ability to issue uncertificated shares of our common stock as required by The Nasdaq Stock Market. Our ability to issue uncertificated shares enables us to participate in the direct registration system administered by The Depository Trust Company. The direct registration system will allow our shareholders to have shares of our common stock registered in their names without the issuance of physical certificates and will give our shareholders the ability to electronically transfer shares to brokers in order to effect transactions without the need to transfer physical certificates. Shareholders will still be entitled to stock certificates if they so request in writing.

The full text of our amended and restated bylaws is attached as Exhibit 3.2 to this Form 8-K and Article V of our amended and restated bylaws is incorporated by reference in this Item 5.03.

Item 9.01. Financial Statements and Exhibits.

	(a)		Financial Statements of Business Acquired.

			Not applicable.

	(b)		Pro Forma Financial Information.

			Not applicable.

	(c)		Shell Company Transactions.

			Not applicable.

	(d)		Exhibits.

Exhibit
Number		Description
3.2		Amended and Restated Bylaws of Directed Electronics, Inc.
10.32†		Letter Agreement, dated as of April 23, 2008, by and between SIRIUS Satellite Radio Inc. and Directed Electronics, Inc.
99.1		Press Release from Directed Electronics, Inc., dated April 29, 2008, entitled “Directed Electronics Extends Contract with SIRIUS Satellite Radio”

10.2		Form of Change in Control Severance Agreement
10.22		Form of Indemnification Agreement
99.1		Press Release from Directed Electronics, Inc., dated September 17, 2007, entitled “Directed Electronics Appoints Seth R. Johnson to Board”


†		Certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DIRECTED ELECTRONICS, INC.
Date: September 19, 2007	By:	/s/ KC Bean
		KC Bean
		Vice President and General Counsel

Date: April 29, 2008


	DIRECTED ELECTRONICS, INC.
	By:	/s/ Kevin P. Duffy
		Kevin P. Duffy
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

3.2		Amended and Restated Bylaws of Directed Electronics, Inc.
Exhibit
10.2		Form of Change in Control Severance Agreement
Number
10.22		Form of Indemnification Agreement
10.33†		Letter Agreement, dated as of April 23, 2008, by and between SIRIUS Satellite Radio Inc. and Directed Electronics, Inc.
99.1		Press Release from Directed Electronics, Inc., dated ~~September~~April 1729, ~~2007~~2008, entitled “Directed Electronics ~~Appoints~~Extends ~~Seth~~Contract R.with ~~Johnson~~SIRIUS toSatellite ~~Board~~Radio”


†		Certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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