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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):July 8, 2004
Digital Recorders, Inc.
North Carolina | 1-13408 | 56-1362926 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
5949 Sherry Lane, Suite 1050, Dallas, Texas 75225
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code | (214) 378-8992 |
ITEM 5. Other Events and Required FD Disclosure | ||||||||
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits | ||||||||
Signature(s) | ||||||||
INDEX TO EXHIBITS | ||||||||
Amendment to Rights Agreement | ||||||||
Press Release |
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ITEM 5. Other Events and Required FD Disclosure
The Board of Directors of Digital Recorders, Inc. (the “Company”) voted to amend the Rights Agreement dated as of December 14, 1999, as amended (the “Rights Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (the “Rights Agent”), to change the expiration date of the purchase rights issued under the Rights Agreement to July 15, 2004. The Rights Agreement will terminate on July 15, 2004, upon expiration of the purchase rights.
The terms of the amendment to the Rights Agreement are set forth in Amendment No. 2 to Rights Agreement, dated as of July 8, 2004, by and between the Company and the Rights Agent, a copy of which is attached as an exhibit to this report and is incorporated herein by reference.
In addition, a press release issued by the Company on July 8, 2004 in connection with the amendment to the Rights Agreement is attached as an exhibit to this report and is incorporated herein by reference.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) | Exhibits. |
4.1 | Amendment No. 2 to Rights Agreement, dated July 8, 2004, between Digital Recorders, Inc. and Continental Stock Transfer & Trust Company. | |||
99.1 | Press release dated July 8, 2004. |
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Signature(s)
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.
DIGITAL RECORDERS, INC. | ||
Date: July 8, 2004 | By: /s/ DAVID L. TURNEY David L. Turney Chairman, Chief Executive Officer and President |