SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT Date of report (Date of earliest event reported): January 17, 2006 (January 11, 2006) DATAMETRICS CORPORATION ----------------------- (Exact Name of Registrant as Specified in Charter) Delaware 8567 95-3545701 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 1717 Diplomacy Row, Orlando, Florida 32809 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (407) 251-4577 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): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On January 11, 2006 Martin Wade, a member of the Board of Directors of Datametrics Corporation (the "Company"), resigned from the Board of Directors effective immediately. Item 9.01. Financial Statements and Exhibits. (c) Exhibits: 17.1 Resignation Letter of Martin Wade SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned hereunto duly authorized. January 11, 2006 DATAMETRICS CORPORATION By: /s/ Daniel Bertram -------------------------------------- Name: Daniel Bertram Title: Chief Executive Officer