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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): September 12, 2007
DRI Corporation
(Exact Name of Registrant as Specified in 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 75225
Dallas, Texas (Zip Code)
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (214) 378-8992
Not applicable.
(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 (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))
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ITEM 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year
On September 12, 2007, the Board of Directors (the "Board") of DRI
Corporation (the "Company") amended its Amended and Restated Bylaws to raise the
threshold required for shareholders to request a special meeting of the
shareholders. As amended, the Bylaws require a shareholder or shareholders to
hold in the aggregate fifty-one percent (51%) of the voting power of all
shareholders to request a special meeting of the shareholders. The threshold was
previously thirty-five percent (35%) of the voting power of all shareholders.
Any shareholder may make a request of the Board to call a meeting at any time
regardless of how many shares of common stock the shareholder may hold. Pursuant
to the Company's Amended and Restated Bylaws, the Board may call a shareholder
meeting at any time and place as it may prescribe, including in response to such
shareholder requests.
ITEM 9.01 Financial Statements and Exhibits
Exhibit No. Description
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2.1 Amendment to Bylaws of DRI Corporation, dated as of
September 12, 2007
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, we
have duly caused this report to be signed on our behalf by the undersigned
hereunto duly authorized.
DRI CORPORATION
Date: September 14, 2007 By: /S/ STEPHEN P. SLAY
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Stephen P. Slay
Vice President, Chief Financial
Officer, Treasurer, and Secretary