Table of Contents

Table of Contents

Table of Contents

Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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

August 5, 2008

Date of Report (Date of earliest event reported)

DEI HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)


FLORIDA	000-51664	65-0964171

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

1 VIPER WAY
VISTA, CALIFORNIA
92081

(Address of Principal Executive 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 12.0102. ~~Entry~~Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement~~Condition Item ~~8.01. Other Events Item~~ 9.01. Financial Statements and Exhibits SIGNATURES EXHIBIT INDEX EX-~~10.34 EX-~~99.1

Item 12.0102. ~~Entry~~Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement~~Condition.

~~At our~~We ~~Annual~~are ~~Meeting~~furnishing ofthis ~~Shareholders~~report ~~held~~ on ~~June 19,~~Form ~~2008,~~8-K ~~our~~in ~~shareholders~~connection ~~approved~~with ~~an amendment~~the todisclosure ~~our~~of ~~2005 Incentive Compensation Plan~~information, ~~increasing~~ in the ~~number~~form of ~~shares authorized under~~ the ~~plan~~textual information from ~~2,750,000~~a topress ~~4,750,000,~~release asreleased ~~set forth in our proxy statement filed with the Securities and Exchange Commission~~ on ~~May~~August 65, 2008. ~~A copy of the amendment to the plan is attached hereto as~~ ~~Exhibit 10.34 and is hereby incorporated by reference in this Item 1.01.~~

The information in this report on Form 8-K (including the exhibit) is furnished pursuant to Item 82.~~01.~~02 ~~Other~~and ~~Events~~shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

~~At our~~We ~~Annual~~do ~~Meeting~~not ~~of Shareholders held on June 19~~have, ~~2008,~~and ~~our~~expressly ~~shareholders approved the change of our corporate name from Directed Electronics~~disclaim, ~~Inc.~~any obligation to ~~DEI~~release ~~Holdings,~~publicly ~~Inc.~~any ~~The~~updates ~~name~~or ~~change~~any ~~became~~changes ~~effective~~in ~~June 20, 2008 upon the filing with the Secretary of State of Florida of Articles of Amendment to~~ our ~~existing~~expectations ~~Second~~or ~~Amended~~any ~~and~~change ~~Restated~~in ~~Articles of Incorporation. Customary notification was provided to Nasdaq on June 23~~events, ~~2008. On June 23~~conditions, ~~2008,~~or wecircumstances ~~issued~~on awhich ~~press release~~any ~~announcing~~forward-looking ~~our~~statement ~~corporate name change, a copy of which~~ is ~~attached hereto as Exhibit 99~~based.~~1 and is~~ ~~hereby incorporated by reference in this Item 8.01.~~

The text included with this report is available on our website located at www.deiholdings.com, although we reserve the right to discontinue that availability at any time.

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.

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.

	DIRECTED ELECTRONICS, INC.
	DEI HOLDINGS, INC.
Date: June 24, 2008	By:	/s/ KC Bean
Date: August 5, 2008	By:	/s/ Kevin P. Duffy
		KC Bean
		Kevin P. Duffy
		Vice President and General Counsel
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

10.34		Amendment to 2005 Incentive Compensation Plan
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”

99.1

Press release from DEI Holdings, Inc., dated August 5, 2008, entitled “DEI Holdings Reports Second Quarter 2008 Financial Results”

~~Exhibit~~

~~Number~~Exhibit

Amendment to 2005 Incentive Compensation Plan

Press release from DEI Holdings, Inc., dated August 5, 2008, entitled “DEI Holdings Reports Second Quarter 2008 Financial Results”

Press release from Directed Electronics, Inc., dated June 23, 2008, entitled “Directed Electronics (DEIX) Announces Parent Company Name Change and New Senior Officers Group”

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