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): May 15, 2006 ---------------- Digital Recorders, Inc. (Exact Name of Registrant as Specified in Its Charter) North Carolina 1-13408 56-1362926 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) 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 2.02. Results of Operations and Financial Condition On May 15, 2006, Digital Recorders, Inc. (the "Company") announced in a press release the Company's results for first quarter 2006, as well as its outlook for second quarter 2006. The Company also announced in the press release that it had filed its Form 10-Q for the quarter ended March 31, 2006. The Company also made a reminder announcement that its next Annual Meeting of Shareholders is slated to take place May 24, 2006. 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 May 15, 2006, Digital Recorders, Inc. (the "Company") announced in a press release the Company's results for first quarter 2006, as well as its outlook for second quarter 2006. The Company also announced in the press release that it had filed its Form 10-Q for the quarter ended March 31, 2006. The Company also made a reminder announcement that its next Annual Meeting of Shareholders is slated to take place May 24, 2006. 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 May 15, 2006. 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: May 15, 2006 By: /s/ DAVID N. PILOTTE ----------------------------- David N. Pilotte Chief Financial Officer INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION - ------ ----------- 99.1 Press release dated May 15, 2006