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 26, 2006
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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 File Number) (IRS Employer
of 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
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 May 26, 2006, Digital Recorders, Inc. announced that its shareholders
approved the three proposals put forth for vote at its Annual Meeting of
Shareholders, which was held May 24, 2006, in Research Triangle Park, N.C.
In the same press release, the Company announced that, immediately
following the business meeting, DRI Chairman, Chief Executive Officer, and
President David L. Turney reviewed and discussed with shareholders the Company's
fiscal year 2005 and first quarter 2006 results, as well as its fiscal year 2006
outlook.
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 furnished to, but not filed with, the Securities and Exchange Commission.
ITEM 7.01. Regulation FD Disclosure
On May 26, 2006, Digital Recorders, Inc. announced that its shareholders
approved the three proposals put forth for vote at its Annual Meeting of
Shareholders, which was held May 24, 2006, in Research Triangle Park, N.C.
In the same press release, the Company announced that, immediately
following the business meeting, DRI Chairman, Chief Executive Officer, and
President David L. Turney reviewed and discussed with shareholders the Company's
fiscal year 2005 and first quarter 2006 results, as well as its fiscal year 2006
outlook.
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 furnished to, but not filed with, the Securities and Exchange Commission.
ITEM 9.01. Financial Statements and Exhibits
(a) Exhibits.
99.1 Press release dated May 26, 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 26, 2006 By: /s/ DAVID N. PILOTTE
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David N. Pilotte
Chief Financial Officer
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
99.1 Press release dated May 26, 2006.