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
April 1, 1996
(Date of earliest event reported)
DIAGNOSTIC/RETRIEVAL SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 1-08533 13-2632319
(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
5 Sylvan Way
Parsippany, New Jersey
(Address of principal executive offices)
07054
(zip code)
(201) 898-6000
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
On February 7, 1996, the Board of Directors of
Diagnostic/Retrieval Systems, Inc. (the "Company")
approved and recommended for submission to the
stockholders of the Company by a 6 to 1 vote, with
Leonard Newman voting against such submission, the
consideration and approval of an Amended and Restated
Certificate of Incorporation (the "Restated Certificate")
incorporated herein by reference as Exhibit 4.1. which
amended and restated the Company's Certificate (1) to
effect a reclassification of each share of Class A Common
Stock, par value $.01 per share and each share of Class B
Common Stock, par value $.01 per share into one share of
common stock, par value $.01 per share, of the Company,
(2) to provide that action by stockholders may be taken
only at a duly called annual or special meeting, and not
by written consent and (3) to provide that the
stockholders of the Company would have the right to make,
adopt, alter, amend, change or repeal the By-Laws of the
Company only upon the affirmative vote of not less than
66 % of the outstanding capital stock of the Company
entitled to vote thereon.
On March 26, 1996, the stockholders approved
the Restated Certificate. The Restated Certificate was
filed with the Secretary of State of the State of
Delaware and became effective as of April 1, 1996.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
4.1 Amended and Restated Certificate of
Incorporation of the Company, as filed April
1, 1996 (incorporated herein by reference to
Exhibit 2 to the Registration Statement on
Form 8-A filed with Securities and Exchange
Commission on April 1, 1996).
SIGNATURE
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, thereto duly authorized.
DIAGNOSTIC/RETRIEVAL SYSTEMS, INC.
By: /s/ Nancy R. Pitek
Name: Nancy R. Pitek
Title: Controller, Treasurer and
Secretary
Date: April 15, 1996
EXHIBIT INDEX
Exhibit Description Page
4.1 Amended and Restated Certificate
of Incorporation of the Company,
as filed April 1, 1996
(incorporated herein by reference
to Exhibit 2 to the Registration
Statement on Form 8-A filed with
Securities and Exchange Commission
on April 1, 1996).
