DIGITAL RECORDERS INC
8-K, 1998-04-29
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT
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                       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 (Date of Earliest Event Reported):
                                 APRIL 14, 1998


                                   ----------


                             DIGITAL RECORDERS, INC.
             (Exact name of registrant as specified in its charter)



   NORTH CAROLINA                    1-13408                     56-1362926
(State of Incorporation)      (Commission File No.)           (I.R.S. Employer
                                                             Identification No.)


                           2300 ENGLERT DRIVE, SUITE B
                          DURHAM, NORTH CAROLINA 27713
                    (Address of principal executive offices)


                                 (919) 361-2155
              (Registrant's telephone number, including area code)



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ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS

         On April 14, 1998, Digital Recorders, Inc. (the "Company") sold its
Highway Information Systems ("HIS") business group to Quixote Corporation for
$2.8 million in cash plus other consideration of approximately $200,000.
Operating revenues from the HIS business group comprised approximately 23% and
19% of the Company's revenues for the three months ended March 31, 1998 and
twelve months ended December 31, 1997, respectively. Net proceeds to the Company
will be used primarily to reduce bank borrowings under the Company's credit
facility. The Company will continue to own and operate its four other business
groups.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

             (a)It is impracticable to provide the required financial statements
at this time. In accordance with Item 7(a)(1) of Form 8-K, the Company will file
the required financial statements as an amendment to this Form 8-K as soon as
practicable, but not later than 60 days after the date on which this report on
Form 8-K must be filed.

             (b)It is impracticable to provide the required pro forma financial
information at this time. In accordance with Item 7(b)(2) of Form 8-K, the
Company will file the required pro forma financial information as an amendment
to this Form 8-K as soon as practicable, but not later than 60 days after the
date on which this report on Form 8-K must be filed.

             (c)The following exhibits are furnished herewith in accordance with
the provisions of Item 601 of Regulation S-K:

                                                                        Reg. S-K
Exhibit No.    Description                                              Item No.
- -----------    -----------                                              --------

* 2.3          Asset Purchase Agreement between Quixote Corporation and 
               the Company                                                  2

* To be filed by amendment.



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                                   SIGNATURES

   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 hereunto duly authorized.

                            DIGITAL RECORDERS, INC.


Date:  April 29, 1998       By:  /s/ David L. Turney
                                 --------------------------------------------
                                 David L. Turney, Chief Executive Officer

                            By:  /s/  Jonathan E. Kennedy
                                 --------------------------------------------
                                 Jonathan E. Kennedy, Chief Financial Officer


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