8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section13 or 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported):    July 19, 2006

Glenayre Technologies, Inc.

(Exact name of registrant as specified in charter)

Delaware	0-15761	98-0085742
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	file number)	Identification Number)

11360 Lakefield Drive, Duluth, Georgia	30097
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:    770-283-1000

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.

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item1.01. Entry into a Material Definitive Agreement.

Acquisition of Deluxe Global Media Services Blackburn Limited

On July 21, 2006, Glenayre announced that its subsidiary Entertainment Distribution Company, LLC (“EDC”) has acquired the shares of Deluxe Global Media Services Blackburn Limited (“Blackburn”), a subsidiary of The Rank Group, for a purchase price of approximately USD$6 million in cash, excluding expenses, and subject to an adjustment related to an agreed upon amount of working capital for Blackburn as of the closing. Blackburn, located in Blackburn, England, is the largest CD replicator in the UK. This transaction allows Glenayre to further capitalize on its 10-year agreement with its largest client, Universal Music Group, which is also Blackburn’s largest client. Glenayre’s news release is furnished as Exhibit 99.1 to this Current Report.

Changes in Certain Compensation

On July 19, 2006, the Compensation and Plan Administration Committee (the “Committee”) of the Board of Directors of Glenayre Technologies, Inc. (“Glenayre”) approved certain changes to the current compensation arrangements between Glenayre and Clarke H. Bailey, Chief Executive Officer, and Matthew K. Behrent, Senior Vice President and Chief Acquisitions Officer, of Glenayre. The Committee amended the number of stock options to be awarded to Mr. Bailey and Mr. Behrent upon the closing of acquisitions by Glenayre. As revised, upon the closing of any acquisition, Mr. Bailey and Mr. Behrent will each be entitled to an award of options to purchase common stock in a ratio of one stock option per $333.33 in transaction value (equivalent to a rate of 30,000 stock options for every $10 million in transaction value) subject, in each case, to all of the other terms, conditions, limitations, grant dates, caps, vesting periods and other provisions of Mr. Bailey’s and Mr. Behrent’s current compensation arrangements, as previously disclosed by Glenayre. Prior to such changes, Mr. Bailey was entitled to a grant of 10,000 options per each $10 million of transaction value, capped to the maximum of 225,000 options, and Mr. Behrent was entitled to one option for each $500 of transaction value, capped to the maximum of 150,000 options. These aggregate caps on award continue to apply to previous and future option grants under the revised compensation arrangement. The revised option terms apply to all transactions closed after the date of the Committee action. As a result, a grant of stock options pursuant to the revised terms described above was triggered by the closing of the acquisition of Blackburn on July 21, 2006, and Mr. Bailey and Mr. Behrent each received options to purchase 25,530 shares of common stock at an exercise price of $2.50 per share, based on the closing price of Glenayre’s common stock on July 20, 2006. Such options were granted pursuant to Glenayre’s 1996 Incentive Stock Plan.

Item9.01. Financial Statements and Exhibits.

(c)	Exhibits.
99.1		News Release dated July 21, 2006

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.

	Glenayre Technologies, Inc
Dated: July 21, 2006	By:	/s/ Debra Ziola
	Name: Debra Ziola Title: Executive Vice President and Chief Financial Officer

SECURITIES AND EXCHANGE COMMISSION

Washington, DC

EXHIBITS

CURRENT REPORT

ON

FORM 8-K

Date of Event Reported:      July 21, 2006 Commission File No:      0-15761

Glenayre Technologies, Inc.

EXHIBIT INDEX

Exhibit No.              Exhibit Description

99.1 News Release dated July 21, 2006

EX-99

EXHIBIT 99.1

Contact: Brainerd Communicators, Inc.

Jennifer Gery (media)

Mike Smargiassi/Ashley Zandy (investors)

212.986.6667

investor.relations@glenayre.com

GLENAYRE TECHNOLOGIES ANNOUNCES ACQUISITION

OF BLACKBURN

- Acquires Largest CD Replicator in the United Kingdom -

NEW YORK – July 21, 2006 - Glenayre Technologies, Inc. (NASDAQ: GEMS), a global provider of messaging solutions through Glenayre Messaging and entertainment products and services through Entertainment Distribution Company, LLC (“EDC”), today announced that EDC has acquired the shares of Deluxe Global Media Services Blackburn Limited (“Blackburn”), a subsidiary of The Rank Group plc, for a purchase price of approximately $6 million in cash, excluding expenses, and subject to customary balance sheet and working capital adjustments.

President and Chief Executive Officer of EDC Jim Caparro stated, “Blackburn is a strategic acquisition that provides us with market leading and profitable operations in one of Europe’s largest music markets. This transaction increases our customer base, expands our geographic reach and allows us to further capitalize on our 10-year agreement with our largest client, Universal Music, by accelerating the reversion of their U.K. volumes. In addition, it allows us to avoid capital expenditures in our Hanover, Germany, location that would have been required to accommodate this volume in 2007. We expect Blackburn will generate annual cash flows from operations in excess of $4 million with margins that are slightly less than EDC’s as a result of its product mix.”

Blackburn, located in Blackburn, England, is the largest CD replicator in the U.K. Its customer base includes Universal Music Group, its largest customer, as well as Demon Music Group, Sanctuary Records Group and Warner Music Group. As part of EDC’s international supply agreement with Universal Music, Blackburn’s Universal Music volumes were scheduled to revert to EDC in 2007.

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About Glenayre Technologies

Comprised of two divisions, Glenayre Technologies (NASDAQ: GEMS) is a global provider of messaging solutions through the Glenayre Messaging business and entertainment products through Entertainment Distribution Company, LLC (EDC). Headquartered in Atlanta, GA, Glenayre Messaging is an international supplier of next-generation messaging solutions and enhanced services for wireless and wireline carriers and MSO/cable companies. Glenayre Messaging provides solutions for voice, fax and e-mail messaging, including voice mail, video mail, multimedia messaging (MMS), and short message service (SMS). Entertainment Distribution Company is the largest provider of pre-recorded entertainment products, including CDs and DVDs, for Universal Music Group, the world leader in music sales. Headquartered in

New York, EDC’s operations include manufacturing and distribution facilities throughout North America and in Hanover, Germany. For more information, please visit www.glenayre.com.

Safe Harbor Statement

This news release contains statements that may be forward-looking within the meaning of applicable securities laws. The statements may include projections regarding future revenues and earnings results, and are based upon the Company's current forecasts, expectations and assumptions, which are subject to a number of risks and uncertainties that could cause the actual outcomes and results to differ materially. Some of these results and uncertainties are discussed in the Company's most recently filed Annual Report on Form 10-K and the Company's most recently filed Quarterly Report on Form 10-Q. These factors include, but are not limited to potential intellectual property infringement claims; internal control deficiencies, litigation; potential acquisitions and strategic investments; environmental laws and regulations; ability to attract and retain key personnel; volatility of stock price; competition; variability of quarterly results and dependence on key customers; international business risks; sensitivity to economic trends and consumer preferences; increased costs or shortages of raw materials or energy; advances in technology and changes in customer demands; development of digital distribution alternatives including copying and distribution of music and video files; continuation and expansion of third-party agreements; proprietary technology; potential changes in government regulation; potential market changes resulting from rapid technological advances; restructuring activities; variability in production levels; and compliance with Senior Secured Credit Facility covenants. The Company assumes no obligation to update any forward-looking statements and does not intend to do so except where legally required.