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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): March 3, 2008
DRI Corporation
(Exact Name of Registrant as Specified in Charter)
North Carolina 000-28539 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 1.02 Termination of a Definitive Material Agreement.
On March 3, 2008, Tanya Lind Johnson voluntarily resigned as Vice
President of DRI Corporation (the "Company") and General Manager of Digital
Recorders, Inc., a subsidiary of the Company. Ms. Johnson's resignation,
effective April 4, 2008, enables her to pursue other career interests outside of
DRI's served markets and technologies. Ms. Johnson will continue working for the
Company for a few weeks as her duties are transferred to others.
Accordingly, the Executive Employment Agreement, effective December 31,
2007, between the Company and Ms. Johnson (the "Agreement") has been terminated
by Ms. Johnson. The Agreement's non-competition covenant, prohibiting Ms.
Johnson from competing with the Company in its present or anticipated lines of
business in any geographic area in which Company competes or has planned to do
business on the effective date of termination, continues for six months after
the Agreement's termination. Also, the Agreement's non-solicitation covenant,
prohibiting Ms. Johnson from soliciting any employee of the Company with regard
to working for a competitor, continues for 12 months after the Agreement's
termination. Further, the Agreement's non-disclosure provisions survive the
termination of the Agreement.
The foregoing description of the termination provisions of the
Agreement does not purport to be a complete statement of the Company's or Ms.
Johnson's rights under the Agreement and is qualified in its entirety by
reference to the full text of the Agreement.
ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 3, 2008, Tanya Lind Johnson voluntarily resigned as Vice
President of the Company and General Manager of Digital Recorders, Inc., a
subsidiary of the Company. Ms. Johnson's resignation, effective April 4, 2008,
enables her to pursue other career interests outside of DRI's served markets and
technologies. Ms. Johnson will continue working for the Company for a few weeks
as her duties are transferred to others.
The Company expresses its appreciation for Ms. Johnson's contribution
to the Company and wishes her well in her new endeavors.
The Company has already started internal and external searches for Ms.
Johnson's replacement.
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: March 7, 2008 By: /s/ STEPHEN P. SLAY
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Stephen P. Slay
Vice President, Chief Financial
Officer, Treasurer, and Secretary