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
Date of Report (Date of earliest event reported):August 1, 2005
Digital Recorders, Inc.
(Exact Name of Registrant as Specified in Charter)
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North Carolina
(State or Other Jurisdiction
of Incorporation) | | 1-13408
(Commission File Number) | | 56-1362926
(IRS Employer Identification No.) |
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5949 Sherry Lane, Suite 1050
Dallas, Texas
(Address of Principal Executive Offices) | | 75225
(Zip Code) |
Registrant’s telephone number, including area code:(214) 378-8992
Not applicable.
(Former Name or Former Address, if Changed Since Last Report)
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):
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| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On July 27, 2005, the Company filed a Current Report on Form 8-K with the Commission indicating that it had been in discussions with the staff of the NASDAQ® Stock Market (“NASDAQ®”) regarding certain inquiries NASDAQ® was making in connection with the Company’s issuance of its Series G Convertible Preferred Stock (the “Series G Preferred Stock”) on June 23, 2005.
On August 1, 2005, the Company received a letter from NASDAQ® stating that, upon review of the Company’s Listing of Additional Shares Notification Form filed with NASDAQ® on July 5, 2005, it had concluded the Company was in violation of the shareholder approval and voting rights set forth in NASDAQ® Marketplace Rules 4350(i)(1)(D) and 4351, respectively. The letter further stated that because the Company had subsequently (i) rescinded its issuance of Series G Preferred Stock to Mr. John D. Higgins, a Director of the Company, and (ii) the Company revised the conversion price for voting rights purposes of the Series G Preferred Stock, NASDAQ® had determined that the Company is in compliance with its rules and that the matter is closed. For a more detailed discussion of the Company’s remedial actions, please see the July 27, 2005, Current Report on Form 8-K.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, we have duly caused this report to be signed on our behalf by the undersigned hereunto duly authorized.
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| | DIGITAL RECORDERS, INC.
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| Date: August 1, 2005 | By: | /s/David N. Pilotte | |
| | | David N. Pilotte | |
| | | Chief Financial Officer | |
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