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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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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):
JULY 1, 1998
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DIGITAL RECORDERS, INC.
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 1-13408 56-1362926
(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
2300 ENGLERT DRIVE, SUITE B
DURHAM, NORTH CAROLINA 27713
(Address of principal executive offices)
(919) 361-2155
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On July 1, 1998, Digital Recorders, Inc. (the "Company"), Robinson
Turney International, Inc. ("RTI"), Digital Recorders Acquisition, Inc., a
wholly owned subsidiary of the Company (the "Subsidiary") and David L. Turney
and Claude G. Robinson, the two shareholders of RTI (the "Shareholders")
consummated an Agreement and Plan of Reorganization (the "Agreement") pursuant
to which the Subsidiary merged into RTI (the "Merger"). A disinterested majority
of the directors voting with respect to the transaction approved the Merger on
behalf of the Company.
Pursuant to the Merger, 200,000 restricted shares of the Company's
Common Stock were issued to the Shareholders. For two years commencing July 1,
1998, the Shareholders have the right to include their shares on any
registration statement which the Company files to register any of its securities
under the Securities Act of 1933, as amended (the "Act"), in connection with a
public offering for cash proceeds payable in whole or in part to the Company.
After July 1, 1998 and before January 1, 1999, the Shareholders also have been
granted the right to demand that the Company file a registration statement under
the Act covering the 200,000 shares of Common Stock issued to them in the
Merger.
RTI is engaged in business development, marketing services, advisory
services, and merger, acquisition and financing assignments for selected
clients, including the Company, who are primarily in the transit and
transportation equipment industries. On effectiveness of the Merger, RTI
assigned a sublicense agreement and marketing agreement between RTI and
TwinVision, Inc. to the Company and also assigned a management services
agreement between RTI and Transit Media GmbH to the Company. Mr. Turney served
as the Chairman of the Board and the Chief Executive Officer of RTI since he and
Mr. Robinson co-founded RTI in August 1994. Their respective employment
agreements with RTI were cancelled on effectiveness of the Merger. Mr. Turney
has served as the Company's Chairman of the Board and Chief Executive Officer
since April 1998 and as a director since May 1996. The Company entered into a
consulting agreement with Mr. Robinson, commencing July 1, 1998 and extending
through June 30, 1999 which maybe extended one additional year upon same terms
and conditions at the mutual agreement of the Company and Mr. Robinson, to
provide services for the manufacturing and operational support of the Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) The following exhibits are furnished herewith in accordance
with the provisions of Item 601 of Regulation S-B:
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Reg. S-K
Exhibit No. Description Item No.
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2.3 Agreement and Plan of Reorganization among Robinson Turney 2
International, Inc., the Company, Digital Recorders Acquisition,
Inc., a wholly owned subsidiary of the Company, and the
shareholders of Robinson Turney International, Inc.
2.4 Registration Rights Agreement among the Company, David L. 2
Turney and Claude G. Robinson
2.5 Claude G. Robinson Consulting Agreement 2
2.6 Shareholder Acknowledgement 2
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: August 5, 1998 By: /s/ David L. Turney
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David L. Turney, Chairman of the Board,
Chief Executive Officer and President
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EXHIBIT INDEX
Reg. S-K
Exhibit No. Description Item No.
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2.3 Agreement and Plan of Reorganization among Robinson Turney 2
International, Inc., the Company, Digital Recorders Acquisition, Inc.,
a wholly owned subsidiary of the Company, and the shareholders of
Robinson Turney International, Inc.
2.4 Registration Rights Agreement among the Company, David L. Turney 2
and Claude G. Robinson
2.5 Claude G. Robinson Consulting Agreement 2
2.6 Shareholder Acknowledgement 2