UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

~~WASHINGTON,~~SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT~~ TOPursuant ~~SECTION~~to Section 13 ORor 15(d) OFof ~~THE SECURITIES~~the ~~EXCHANGE~~Securities ~~ACT~~Exchange OFAct of 1934

June 19, 2008

April 23, 2008

Date of Report (Date of earliest event reported)

~~DIRECTED~~DEI ~~ELECTRONICS~~HOLDINGS, INC.

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

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

TABLE OF CONTENTS

Item 1.01. Entry into a Material Definitive Agreement Item 8.01. Other Events Item 9.01. Financial Statements and Exhibits SIGNATURES EXHIBIT INDEX EX-10.3334 EX-99.1

Item 1.01. Entry into a Material Definitive Agreement.

~~As described in~~ At our ~~previous~~Annual ~~filings~~Meeting ~~with~~of ~~the~~Shareholders ~~Securities~~held ~~and~~on ~~Exchange~~June 19, ~~Commission~~2008, weour ~~are~~shareholders ~~party~~approved an amendment to aour ~~Manufacturing~~2005 ~~and~~Incentive ~~Distribution~~Compensation ~~Agreement~~Plan, ~~dated~~increasing asthe number of ~~April 7,~~shares ~~2005,~~authorized ~~as amended, between us~~under ~~and~~the ~~SIRIUS~~plan ~~Satellite~~from ~~Radio Inc.~~2,750,000 orto ~~SIRIUS. SIRIUS provides and delivers satellite radio content~~4, ~~and~~750,000, weas ~~market~~set ~~and~~forth ~~distribute~~in ~~SIRIUS-branded~~our ~~electronic~~proxy ~~devices~~statement ~~that~~filed ~~receive~~with ~~and~~the ~~play that content.~~Securities ~~SIRIUS-branded~~and ~~satellite~~Exchange ~~radio~~Commission ~~receivers~~on ~~are~~May 6, ~~designed~~2008. ~~and~~A ~~developed~~copy byof ~~SIRIUS~~the ~~and~~amendment ~~manufactured~~to ~~by our~~the ~~contract~~plan ~~manufacturers~~is toattached ~~specifications~~hereto ~~provided by SIRIUS~~as Exhibit 10.34 ~~The Manufacturing~~ and ~~Distribution~~ ~~Agreement~~ is ahereby ~~multi-year~~incorporated ~~agreement,~~by ~~pursuant~~reference toin ~~which~~this ~~we have exclusive U~~Item 1.S01. ~~distribution rights for certain SIRIUS-branded products to our existing U.S. retailer customer base.~~

~~On April~~Item 23, 2008, we entered into a Letter Agreement amending the Manufacturing and Distribution Agreement to, among other things, provide for or amend existing terms relating to product returns, warranty processing, discounts and rebates, payment and interest terms relating to product orders and inventory, and to extend the term of the agreement until January 31, 2009. The Manufacturing and Distribution Agreement was originally filed on December 12, 2005 as Exhibit 10.15 to our Registration Statement on Form S-1 (Registration No. 333-127823), and confidential treatment was previously granted by the Securities and Exchange Commission for certain portions of that agreement. The agreement was subsequently amended on July 17, 2007 and November 26, 2007, which amendments were filed as Exhibits 10.30 and 10.31 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on November 30, 2007, and confidential treatment was previously granted by the Securities and Exchange Commission for certain portions of those amendments. ~~The Letter Agreement is attached hereto as Exhibit 10~~01.33 ~~and~~Other ~~is hereby incorporated by reference in this Item 1~~Events.~~01.~~

OnAt our ~~April~~Annual Meeting of Shareholders held on June 2919, 2008, weour ~~filed~~shareholders aapproved ~~press~~the ~~release~~change ~~announcing~~of our ~~amendment~~corporate ofname from Directed Electronics, Inc. to DEI Holdings, Inc. The name change became effective June 20, 2008 upon the ~~terms~~filing ofwith the Secretary of State of Florida of Articles ~~Manufacturing~~of Amendment to our existing Second Amended and ~~Distribution~~Restated ~~Agreement~~Articles of Incorporation. Customary notification was provided to Nasdaq on June 23, 2008. On June 23, 2008, we issued a press release announcing our corporate name change, a copy of which is attached hereto as Exhibit 99.1 and is hereby incorporated by reference ~~into~~in this Item 18.01.

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~~	Exhibit
~~Number~~	~~Description~~Number
10.32†	Letter Agreement, dated as of April 23, 2008, by and between SIRIUS Satellite Radio Inc. and Directed Electronics, Inc.
		10.34	Amendment to 2005 Incentive Compensation Plan
~~99.1~~	~~Press Release from Directed Electronics, Inc., dated April 29, 2008, entitled “Directed Electronics Extends Contract with SIRIUS Satellite Radio”~~	99.1	Press release from Directed Electronics, Inc., dated June 23, 2008, entitled “Directed Electronics (DEIX) Announces Parent Company Name Change and New Senior Officers Group”

† 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.

Date: April 29, 2008


	DIRECTED ELECTRONICS, INC.
Date: June 24, 2008	By:	/s/ KC Bean
		KC Bean
		Vice President and General Counsel

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

EXHIBIT INDEX

Exhibit
10.34		Amendment to 2005 Incentive Compensation Plan
Number
99.1		Press release from Directed Electronics, Inc., dated June 23, 2008, entitled “Directed Electronics (DEIX) Announces Parent Company Name Change and New Senior Officers Group”
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 April 29, 2008, entitled “Directed Electronics Extends Contract with SIRIUS Satellite Radio”

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