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):
April 30, 1996
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.)
Post Office Box 14068
Research Triangle Park, North Carolina 27709-4068
(Address of principal executive offices)
(919) 361-2155
(Registrant's telephone number, including area code)
ITEM 1. Changes in Control of Registrant
Not applicable.
ITEM 2. Acquisition or Disposal of Assets
On April 30, 1996, Digital Recorders, Inc. (the "Registrant") closed on
its purchase of all of the outstanding shares of capital stock of Transit-Media
GmbH ("Transit Media"). The acquisition was completed pursuant to the terms of
an agreement among the Registrant; Transit-Media; Robert Huber, Hans Damm and
Anita Damm, the shareholders of Transit-Media (the "Shareholders"); and Elmako
Damm GmbH, a company affiliated with Hans Damm ("Elmako"). The Registrant
acquired all of the outstanding stock of Transit-Media for $385,000 in cash and
the assumption of Transit-Media's obligations of approximately $140,000 under a
bank line of credit. The Registrant also paid a $100,000 finder's fee as
described below. The cash payments were made out of working capital of the
Registrant.
The Agreement further provides that the Registrant will purchase a
minimum of 50 controller boards from Elmako at a specified price delivery of
which is expected to occur in the second quarter of 1996. Elmako has agreed
that it will not sell or deliver controller boards, displays or related
software to any competitor of the Registrant.
Transit-Media, a company headquartered in Baden-Baden, Germany,
assembles and markets on-board electronic destination signs for mass-transit
systems in Europe. Transit-Media markets its signs under the TwinVision
trademark and patents on TwinVision are pending in both the United States and
Europe. The Registrant intends to operate Transit-Media as a wholly-owned
subsidiary and to continue such business operations. Management of the
Registrant believes that the European market for mass transit products is
substantially larger than the United States market and that the acquisition of
Transit-Media will enhance the Registrant's ability to sell Talking Bus(R)
passenger announcement systems in Europe.
Transit-Media was founded in 1995 by Mr. Robert Huber, who was chief
executive officer and co-owner. Mr. Huber will remain in charge of
Transit-Media's operations and the Registrant anticipates entering into an
employment agreement with Mr. Huber in the near future.
Except as described below, prior to this transaction there was no
material relationship among Transit-Media, the Registrant or any of their
affiliates, directors, officers or associates. In January 1996, a consulting
firm controlled by David L. Turney, a director nominee of the Registrant,
entered into a financial consulting agreement with Transit-Media. Pursuant to
the consulting agreement, and upon the closing of the sale described herein,
Transit-Media became obligated to pay a $100,000 fee to the consulting firm, a
liability which the Registrant assumed.
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ITEM 3. Bankruptcy or Receivership
Not applicable.
ITEM 4. Changes in Registrant's Certifying Accountant
Not applicable.
ITEM 5. Other Events
Not applicable.
ITEM 6. Resignations of Registrant's Directors
Not applicable.
ITEM 7. Financial Statements and Exhibits
(a) & (b) It is impracticable to provide the required financial
statements and the proforma financial information
relative to Seller at this time. In accordance with Item
7(a)1 and 7(b)(2), the Registrant will file the required
financial statements and proforma financial information
as an amendment to this Form 8-K as soon as practicable,
but not later than 60 days after this report on Form 8-K
must be filed.
(c) The following exhibits are furnished herewith in
accordance with the provisions of Item 601 of Regulation
S-K:
Reg. S-K
Exhibit No. Description Item No.
1 Stock Acquisition Agreement 2
(translated from original German version)
2 Notary Public Closing Document 2
(translated from original German version)
ITEM 8. Change of Fiscal Year
Not applicable.
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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: May 15, 1996 By: /s/ J. Phillips L. Johnston
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J. Phillips L. Johnston, President
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