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): April 30, 2004 ----------------- Digital Recorders, Inc. ------------------------------------------------------ (Exact Name of Registrant as Specified in Its Charter) North Carolina 1-13408 56-1362926 (State or Other Jurisdiction of (Commission File Number) (IRS Employer Incorporation) Identification No.) 5949 Sherry Lane, Suite 1050, Dallas, Texas 75225 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code (214) 378-8992 Item 9. Regulation FD Disclosure On April 30, 2004, Digital Recorders, Inc. announced in a press release that certain of its outstanding debt securities and preferred stock have been converted into shares of common stock, and that its previously filed Registration Statement on Form S-3, as amended, was declared effective on April 24, 2004. A copy of the Company's press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. This Form 8-K and the attached exhibit are provided under Item 9 of Form 8-K and are furnished to, but not filed with, the Securities and Exchange Commission. ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits. 99.1 Press release dated April 30, 2004. Signature(s) 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: April 30, 2004 By: /s/ DAVID L. TURNEY ------------------------------------------------ David L. Turney Chairman, Chief Executive Officer and President INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION - ------ ----------- 99.1 Press release dated April 30, 2004.