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
November 9, 2005
COMPUDYNE CORPORATION
---------------------
(Exact name of registrant as specified in its charter)
NEVADA
------
(State or other jurisdiction of incorporation or organization)
0-29798 23-1408659
------- ----------
(Commission File Number) (I.R.S. Employer Identification Number)
2530 Riva Road, Suite 201
Annapolis, Maryland 21401
------------------------- -----
(Address of principal executive office) (Zip code)
Registrant's telephone number, including area code
(410) 224-4415
N/A
-------------------------------------------------------------
(Former name or former address, if changed since last report)
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:
|_| 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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
In its press release of November 9, 2005, attached hereto as Exhibit 99,
the Registrant announced its unaudited results of operations for the quarter
ended, and its financial condition as of, September 30, 2005.
Non-GAAP Measure
The press release contains unaudited financial information that is not
prepared in accordance with generally accepted accounting principals (GAAP).
Investors are cautioned that the non-GAAP financial measures are not to be
construed as an alternative to GAAP. The Company's management uses earnings
before interest, taxes, depreciation and amortization (EBITDA), in its internal
analysis of results of operations and monitors it to evaluate its borrowing
capacity. Management believes that EBITDA provides useful information to
investors for meaningful comparison to prior periods and analysis of the
critical components of its results of operations. Management also believes that
EBITDA is a valuable financial measure for investors because it allows them to
evaluate the Company's borrowing capacity.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
Exhibit 99 Press Release dated November 9, 2005
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 hereto duly authorized.
Date: November 9, 2005
COMPUDYNE CORPORATION
By: /s/ Geoffrey F. Feidelberg
--------------------------
Geoffrey F. Feidelberg
Its: Chief Financial Officer
INDEX TO EXHIBITS
Exhibit 99 - Earnings Report Press Release and Financial Statements of September
30, 2005