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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) November 9, 2000
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T/R SYSTEMS, INC.
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(Exact Name of Registrant as Specified in Charter)
Georgia 0-29045 58-1958870
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1300 Oakbrook Drive, Norcross, Georgia 30093
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (770) 448-9008
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N/A
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(Former Name or Former Address, if Changed Since Last Report.)
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ITEM 5. OTHER EVENTS.
On November 9, 2000, the Board of Directors of T/R Systems, Inc.
(the "Company") declared a dividend distribution of one right (a "Right") for
each share of Common Stock, par value $0.01 per share (the "Common Stock") of
the Company outstanding at the close of business on November 27, 2000 (the
"Record Date"), pursuant to the terms of a Rights Agreement, dated as of
November 9, 2000 (the "Rights Agreement"), between the Company and EquiServe
Trust Company, N.A., as rights agent. Each right entitles a holder to, in
certain circumstances, purchase one-one hundredth of a share of preferred stock
at an exercise price of $45.00 per share. The Rights Agreement also provides,
subject to specified exceptions and limitations, that Common Stock issued or
delivered by the Company after the Record Date will be entitled to and
accompanied by Rights. The Rights are in all respects subject to and governed by
the provisions of the Rights Agreement, a copy of which (including all exhibits
thereto) is incorporated herein by this reference. A summary description of the
Rights is set forth in Exhibit C to the Rights Agreement.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired: Not Applicable
(b) Pro Forma Financial Information: Not Applicable
(c) Exhibits:
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Exhibit Number Exhibit
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<S> <C>
4.1 Rights Agreement (incorporated by
reference to Exhibit 4.1 of the Company's
Registration Statement on Form 8-A dated
November 10, 2000)
99.1 Press Release, dated November 10, 2000
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
T/R SYSTEMS, INC.
Date: November 9, 2000 By: /s/ Lyle W. Newkirk
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Lyle W. Newkirk
Senior Vice President, Chief Financial
Officer, Secretary and Treasurer
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Index to Exhibits
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<CAPTION>
Exhibit
Number Exhibit
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<S> <C>
4.1 Rights Agreement (incorporated by reference to Exhibit 4.1
of Company's Registration Statement on Form 8-A dated
November 10, 2000)
99.1 Press Release, dated November 10, 2000
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