UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

May 15, 2008

December 18, 2007

Date of Report (Date of earliest event reported)

Syntax-Brillian Corporation

(Exact Name of Registrant as Specified in Charter)


Delaware	000-50289	05-0567906

(State or Other	(Commission File Number)	(IRS Employer
Jurisdiction of Incorporation)		Identification No.)

1600 N. Desert Drive Tempe, Arizona85281 (Address of Principal Executive Offices) (Zip Code)

(602) 389-8888

(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))

TABLE OF CONTENTS

Item 13.01. ~~Entry~~Notice ~~into a Material Definitive Agreement Item 5.02. Departure~~ of ~~Directors~~Delisting or ~~Certain~~Failure ~~Officers;~~to ~~Election~~Satisfy ofa ~~Directors;~~Continued ~~Appointment~~Listing ofRule ~~Certain~~or ~~Officers~~Standard; ~~Compensatory~~Transfer ~~Arrangements~~ of ~~Certain~~Listing ~~Officers~~ Item 9.01. Financial Statements and Exhibits SIGNATURES EXHIBIT INDEX EX-1099.271

Item 13.01. ~~Entry~~Notice ~~into~~of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing.

~~The~~On ~~disclosure~~May 15, ~~set~~2008, ~~forth~~we inreceived ~~Item 5.02~~a isNasdaq ~~hereby~~Staff ~~incorporated~~Determination byLetter ~~reference~~stating that we are not in compliance ~~its~~with ~~entirety~~Nasdaq ~~into~~Marketplace Rule 4310(c)(14) because we did not timely file our Quarterly ~~this~~Report ~~item~~on 1Form 10-Q for the quarter ended March 31, 2008.~~01.~~

~~Item~~ As ~~5.02.~~previously ~~Departure~~disclosed in our Notification of ~~Directors~~Late orFiling ~~Certain~~on ~~Officers;~~Form ~~Election~~12b-25 filed on February 12, 2008, we failed to timely file our Quarterly Report on Form 10-Q for the quarter ended December 31, 2007 in order to, among other things, evaluate our accounting treatment related to our tooling deposits and to evaluate the repurchase of ~~Directors;~~a ~~Appointment~~large number of ~~Certain~~our ~~Officers;~~LCD ~~Compensatory~~TVs ~~Arrangements~~already sold through our distributors in China. Our ongoing evaluation of ~~Certain~~these ~~Officers~~transactions is the primary reason for our failure to timely file our March Form 10-Q, and we are unable to estimate the amounts at issue.

WeOn ~~entered~~May 6, ~~into~~2008, athe ~~new~~Nasdaq ~~employment~~Listing ~~agreement~~Qualifications ~~with~~Panel ~~James~~granted Liour request for continued listing on ~~December 18,~~The ~~2007~~Nasdaq Stock Market, ~~providing~~notwithstanding ~~for~~ the ~~continued~~delay ~~employment~~in the filing of Mrour December Form 10-Q. Li In asaccordance with the ~~President~~Panel’s ~~and~~decision, ~~Chief~~among ~~Executive~~other ~~Officer~~things, we ofare ~~our~~required ~~company~~to ~~for~~file the aDecember ~~two~~Form 10-~~year~~Q by July 31, 2008 and during this period, our securities will remain listed on The Nasdaq Global Market.

The ~~agreement~~Nasdaq ~~provides~~letter ~~for~~invited ~~Mr. Li~~us to ~~receive~~present anadditional ~~annual~~information ~~base~~to ~~salary~~the ofNasdaq ~~$340,000, subject to~~Listing ~~annual~~Qualifications ~~review~~Panel regarding bythe ~~our~~March ~~Board~~Form of10-Q ~~Directors~~filing ~~and~~delay ~~increase~~no ~~based~~later onthan ~~performance~~May 22, 2008. ~~The~~We ~~agreement also~~are ~~provides~~preparing ~~for~~additional ~~Mr. Li~~information pursuant to ~~receive~~this arequest ~~bonus~~and orexpect ~~other~~that ~~incentive~~our ~~compensation~~shares aswill ~~may~~continue to be ~~determined~~listed byon ~~our Board~~The ofNasdaq ~~Directors~~Global orMarket aduring ~~committee~~this ofprocess. However, ~~our~~there ~~Board~~can ofbe ~~Directors~~no ~~based~~assurance that ~~on such factors as~~ the ~~board~~Listing ~~or committee,~~Qualifications inPanel ~~its~~will ~~sole~~grant ~~judgment,~~our ~~may~~request ~~deem~~for ~~relevant,~~continued ~~including the performance of Mr~~listing. ~~Li or our~~ ~~company.~~

~~The~~A ~~employment~~copy ~~agreement~~of ~~provides for~~ the ~~payment~~press byrelease usdisclosing ~~of coverage for Mr. Li and his dependent family members under all health, hospitalization, disability, dental, life, and other insurance plans that we may have in effect from time to time for~~ our ~~executives~~receipt ~~and also provides Mr. Li with other executive perquisites as may be made available to or deemed appropriate for Mr. Li by our Board~~ of ~~Directors~~the orNasdaq aStaff ~~committee~~Determination ofLetter ~~our Board of Directors, and participation in all~~is ~~other~~attached ~~company-wide~~hereto ~~employee benefits~~ as are available to our company’s executives from time to time, including any plans, programs, or arrangements relating to retirement, deferred compensation, profit sharing, 401(k), and employee stock ownershipExhibit 99. ~~The employment agreement contains provisions that prohibit Mr~~1. ~~Li from competing with us or soliciting our personnel, employees, customers, or~~ ~~acquisition candidates during his employment and for a period of time during or for which severance payments are being made by our company in accordance with the employment agreement.~~

The employment agreement provides that either we or Mr. Li may terminate his employment at any time. If we terminate Mr. Li’s employment for reason of his death, Mr. Li’s estate will receive an amount equal to his base salary for a period of 12 months following his death, and we will continue to pay all premiums for coverage for Mr. Li’s dependent family members under all health, hospitalization, disability, dental, life, and other insurance plans that we maintained at the time of Mr. Li’s death. If we terminate Mr. Li’s employment for reason of disability (as defined in the employment agreement), Mr. Li will receive a lump-sum payment of an amount equal to his base salary for the lesser of the time period then remaining under the employment agreement or one year. If we unilaterally terminate Mr. Li’s employment without cause, or Mr. Li terminates his employment for good reason (as defined in the agreement), Mr. Li will receive his base salary and continued insurance coverage for a period of two years after such termination, and any accrued but unpaid benefits relating to vacations and other executive perquisites through Mr. Li’s last day of employment. If we terminate the employment for cause as a result of certain acts committed by Mr. Li (as defined in the agreement) or Mr. Li terminates

the employment without good reason, Mr. Li will receive no further compensation under the agreement.

In the event of a change of control of our company, Mr. Li may, at his option and upon written notice to us at any time within twelve months thereafter, terminate his employment unless the change in control has been specifically approved by our Board of Directors and the provisions of the employment agreement remain in full force and effect following such change of control. If Mr. Li terminates his employment due to a change of control not approved by our Board of Directors or following which the employment agreement does not remain in full force and effect, he will receive two years base salary, continued insurance coverage for two years, any accrued but unpaid benefits relating to vacations and other executive perquisites through Mr. Li’s last day of employment, and continued executive perquisites for a period of 12 months after the effective date of termination. Also, the non-competition restrictions shall apply for a period of 12 months.

This description of Mr. Li’s employment agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the employment agreement which is filed herewith as Exhibit 10.27 and is incorporated by reference into this Item 5.02.


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
10.27		Employment Agreement dated as of December 1, 2007 by and between the Registrant and James Li.


Exhibit
Number

99.1		Press release from Syntax-Brillian Corporation, dated May 19, 2008, entitled “Syntax-Brillian Corporation Receives NASDAQ Notice”

SIGNATURES

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

	SYNTAX-BRILLIAN CORPORATION
Date: December 19, 2007	By:	/s/ John S. Hodgson
Date: May 21, 2008	By:	/s/ James Li
		John S. Hodgson
		James Li
		Executive Vice President and Chief Financial Officer
		President and Chief Executive Officer

EXHIBIT INDEX

1099.271 ~~Employment~~Press ~~Agreement~~release ~~dated~~from asSyntax-Brillian ~~of December 1~~Corporation, ~~2007~~dated byMay ~~and~~19, ~~between~~2008, ~~the~~entitled ~~Registrant~~“Syntax-Brillian ~~and~~Corporation ~~James~~Receives ~~Li.~~NASDAQ Notice”

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