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): December 5, 2005
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Digital Recorders, Inc.
(Exact Name of Registrant as Specified in Its Charter)
North Carolina 1-13408 56-1362926
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
5949 Sherry Lane, Suite 1050, Dallas, Texas 75225
(Address of Principle Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (214) 378-8992
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 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On December 5, 2005, Digital Recorders, Inc. (the "Company") announced in a
press release that specific additional actions have been taken to accelerate and
strengthen its efforts to attain sustained profitability through strategic
changes in key personnel and the establishment of a Special Committee of the DRI
Board of Directors.
David N. Pilotte, the Company's Vice President and Chief Financial Officer
(CFO) since October 2004, has been elected Executive Vice President and will
assume the additional duties of Chief Operating Officer (COO) of North Carolina
Operations. In his expanded role as COO, Mr. Pilotte will report directly to the
Board of Directors through the Special Committee and, as CFO, he will continue
to report to David L. Turney, the Company's Chairman, Chief Executive Officer,
and President. Before joining DRI, Mr. Pilotte succeeded in senior executive
positions in other profitability attainment programs.
Lawrence A. Hagemann, the Company's Chief Operating Officer of North
Carolina Operations since August 2002 and a highly experienced engineer, will
now assume responsibilities of Chief Technology Officer (CTO). As CTO, he will
continue to report directly to Mr. Turney.
The Special Committee of the Board is comprised of independent directors
and was established to provide special oversight and guidance to Mr. Pilotte
during this drive to sustained profitability.
A copy of the Company's press release is attached hereto as Exhibit 99.1.
This Form 8-K and the attached exhibit are furnished to, but not filed with, the
Securities and Exchange Commission.
ITEM 7.01. Regulation FD
On December 5, 2005, Digital Recorders, Inc. (the "Company") announced in a
press release that specific additional actions have been taken to accelerate and
strengthen its efforts to attain sustained profitability through strategic
changes in key personnel and the establishment of a Special Committee of the DRI
Board of Directors.
David N. Pilotte, the Company's Vice President and Chief Financial Officer
(CFO) since October 2004, has been elected Executive Vice President and will
assume the additional duties of Chief Operating Officer (COO) of North Carolina
Operations. In his expanded role as COO, Mr. Pilotte will report directly to the
Board of Directors through the Special Committee and, as CFO, he will continue
to report to David L. Turney, the Company's Chairman, Chief Executive Officer,
and President. Before joining DRI, Mr. Pilotte succeeded in senior executive
positions in other profitability attainment programs.
Lawrence A. Hagemann, the Company's Chief Operating Officer of North
Carolina Operations since August 2002 and a highly experienced engineer, will
now assume responsibilities of Chief Technology Officer (CTO). As CTO, he will
continue to report directly to Mr. Turney.
The Special Committee of the Board is comprised of independent directors
and was established to provide special oversight and guidance to Mr. Pilotte
during this drive to sustained profitability.
A copy of the Company's press release is attached hereto as Exhibit 99.1.
This Form 8-K and the attached exhibit are furnished to, but not filed with, the
Securities and Exchange Commission.
ITEM 9.01. Financial Statements and Exhibits
(c) Exhibits.
99.1 Press release dated December 5, 2005.
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: December 5, 2005 By: /s/ DAVID N. PILOTTE
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David N. Pilotte
Chief Financial Officer
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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99.1 Press release dated December 5, 2005.