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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report
(Date of Earliest Event Reported): Commission File Number:
JUNE 28, 2001 01-13408
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DIGITAL RECORDERS , INC.
(Exact name of Registrant as specified in its charter)
NORTH CAROLINA 56-1362926
(State of incorporation) (I.R.S. Employer
Identification Number)
4018 PATRIOT DRIVE, SUITE 100
DURHAM, NORTH CAROLINA 27703
(919) 361-2155
(Address of principal executive
offices and telephone number)
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EXPLANATORY NOTE
This Amendment on Form 8-K/A to Digital Recorders, Inc.'s Current
Report on Form 8-K dated July 13, 2001 amends the original filing. Except as set
forth in Item 2 and 7 below, no other changes are being made to the original
Report dated July 13, 2001.
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
As previously reported, on June 28, 2001, Digital Recorders, Inc. (the
"Company") and its wholly-owned subsidiary, DRI Europa AB ("DRI Europa"),
acquired all of the outstanding stock of Mobitec Holding AB ("Mobitec"), a
corporation organized under the laws of Sweden, from the five shareholders of
Mobitec.
The purchase price for the Mobitec shares consisted of a combination of
cash, notes, stock and warrants to purchase stock, subject to certain possible
adjustments, which adjustments are more fully described below. Specifically, the
total purchase price, including acquisition costs, was $8,458,183, consisting of
(i) $5,368,958 in cash, (ii) promissory notes issued by DRI Europa to the
sellers aggregating $2,111,325, (iii) 430,000 restricted shares of the Company's
common stock (valued at $915,900 or $2.13 per share) issued to two of the
sellers, and (iv) warrants to purchase in the aggregate of 100,000 shares of the
Company's common stock at an exercise price of $4.00 per share for a period of
five years (valued at a total of $62,000) issued to one of the sellers.
As previously reported, certain possible adjustments to the purchase
price were determined after the closing of the Mobitec acquisition pursuant
to the Stock Purchase Agreement. The only purchase price adjustment made was
an increase in the amount of the promissory note forming part of the purchase
price from $2,000,000 to $2,111,325.
The cash portion of the purchase price was provided by two separate
sources: (1) the authorization and issuance of up to $3 million in convertible
debentures by the Company to certain investment funds associated with
Renaissance Capital Group, Inc. of Dallas, Texas (the "Convertible Debentures");
and, (2) a loan to DRI Europa from Svenska Handelsbanken AB of Goteborg, Sweden
in the amount of SEK 22,000,000 ($2,020,629) (the "Acquisition Loan").
FORWARD-LOOKING STATEMENTS IN THIS REPORT.
This report contains certain forward-looking statements. When used in
this report, the words "may," "will," "expect," "anticipate," "continue,"
"estimate," "project," "intend," "believe" and similar expressions are intended
to identify forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934
regarding events, conditions and financial trends including, without limitation,
business conditions and growth in the markets in which the Company (including
its subsidiaries) participates and the general economy; competitive factors,
such as the entry of new competitors into any of the markets in which the
Company participates; price pressures and increased competition in those
markets; inventory risks due to shifts in market demand and/or price erosion of
purchased components; changes in product mix; that the Company's working capital
and existing credit arrangement will be adequate to fund its operations; and the
risks and uncertainties listed from time to time in the Company's Securities and
Exchange Commission reports and filings. Such statements are based on
management's current expectations and are subject to risks, uncertainties and
assumptions. Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, the actual plan of operations,
business strategy, operating results and financial position could differ
materially from those expressed in, or implied by, such forward-looking
statements.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF THE BUSINESSES ACQUIRED.
See Exhibit 99.1, Mobitec Holding AB and Subsidiaries
Consolidated Financial Statements, December 31, 2000 and 1999
(Audited); and Mobitec Holding AB and Subsidiaries
Consolidated Financial Statements, March 31, 2001 (Unaudited).
(b) PRO FORMA FINANCIAL INFORMATION.
See Exhibit 99.2, Digital Recorders, Inc. Pro Forma Combined
Condensed Financial Statements, March 31, 2001 and December 31,
2000 (Unaudited).
(c) EXHIBITS.
The exhibits to this report are listed in the Exhibit Index.
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.
DIGITAL RECORDERS, INC.
Date: September 7, 2001 By: /s/ David L. Turney
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David L. Turney
Chairman of the Board, President and
Chief Executive Officer
INDEX TO EXHIBITS
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Exhibit No. Document
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99.1 Mobitec Holding AB and Subsidiaries Consolidated
Financial Statements, December 31, 2000 and 1999
(Audited); and Mobitec Holding AB and Subsidiaries
Consolidated Financial Statements, March 31, 2001
(Unaudited).
99.2 Digital Recorders, Inc. Pro Forma Combined Condensed
Financial Statements, March 31, 2001 and December 31,
2000 (Unaudited).
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