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 14, 2006
COMPUDYNE CORPORATION
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(Exact name of registrant as specified in its charter)
NEVADA
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(State or other jurisdiction of incorporation or organization)
0-29798 23-1408659
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(Commission File Number) (I.R.S. employer identification number)
2530 Riva Road, Suite 201
Annapolis, Maryland 21401
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(Address of principal executive office) (Zip code)
Registrant's telephone number, including area code
(410) 224-4415
N/A
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(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 14, 2006, attached hereto as Exhibit 99,
CompuDyne Corporation (the "Company") announced its unaudited results of
operations for the quarter ended September 30, 2006.
Non-GAAP Financial Measures
The press release contains unaudited financial information that is not
prepared in accordance with generally accepted accounting principles (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, as adjusted for non-cash
stock option expense (EBITDAS), in its internal analysis of results of
operations and monitors EBITDAS to evaluate the Company's compliance with its
bank covenant for a fixed charge coverage. The Company's management also uses
Income (Loss) Before Non-Cash Stock Option Expense to allow it to compare its
results of operations between years. Management believes that EBITDAS and Income
(Loss) Before Non-Cash Stock Option Expense is useful to investors as a
meaningful comparison between periods and as an analysis of the critical
components of the Company's results of operations. Management also believes that
EBITDAS is useful to investors because it allows them to evaluate the Company's
compliance with its bank covenant for a fixed charge coverage. Management
believes that net income per share excluding stock option expense is helpful to
investors who are trying to compare current results with prior periods.
The information in this Form 8-K and the Exhibit attached hereto shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, except as shall be expressly set
forth by specific reference in such filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) The following exhibit is filed herewith:
Exhibit 99 Press Release dated November 14, 2006
Pursuant to the requirement 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 15, 2006
COMPUDYNE CORPORATION
By: /s/ Geoffrey F. Feidelberg
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Geoffrey F. Feidelberg
Its: Chief Financial Officer
INDEX TO EXHIBITS
Exhibit 99 - Press Release dated November 14, 2006