-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q7gp9oVjbLV3iJ7RjjW810y4hFj0wVd31/dv4fgnzJ8eg3fyyDKSIxmhIpG3KNBh aS2RwZWZJsxWDo/icxslqA== 0001157523-07-009185.txt : 20070914 0001157523-07-009185.hdr.sgml : 20070914 20070914150016 ACCESSION NUMBER: 0001157523-07-009185 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070912 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070914 DATE AS OF CHANGE: 20070914 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRI CORP CENTRAL INDEX KEY: 0000853695 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 561362926 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28539 FILM NUMBER: 071117517 BUSINESS ADDRESS: STREET 1: 5949 SHERRY LANE STREET 2: SUITE 1050 CITY: DALLAS STATE: TX ZIP: 75225 BUSINESS PHONE: (214) 378-8992 MAIL ADDRESS: STREET 1: 5949 SHERRY LANE STREET 2: SUITE 1050 CITY: DALLAS STATE: TX ZIP: 75225 FORMER COMPANY: FORMER CONFORMED NAME: DIGITAL RECORDERS INC DATE OF NAME CHANGE: 19940824 8-K 1 a5493076.txt DRI CORPORATION 8-K ================================================================================ UNITED STATES 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): September 12, 2007 DRI Corporation (Exact Name of Registrant as Specified in Charter) North Carolina 1-13408 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)) ================================================================================ ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year On September 12, 2007, the Board of Directors (the "Board") of DRI Corporation (the "Company") amended its Amended and Restated Bylaws to raise the threshold required for shareholders to request a special meeting of the shareholders. As amended, the Bylaws require a shareholder or shareholders to hold in the aggregate fifty-one percent (51%) of the voting power of all shareholders to request a special meeting of the shareholders. The threshold was previously thirty-five percent (35%) of the voting power of all shareholders. Any shareholder may make a request of the Board to call a meeting at any time regardless of how many shares of common stock the shareholder may hold. Pursuant to the Company's Amended and Restated Bylaws, the Board may call a shareholder meeting at any time and place as it may prescribe, including in response to such shareholder requests. ITEM 9.01 Financial Statements and Exhibits Exhibit No. Description ----------- ----------------------------------------------------------------- 2.1 Amendment to Bylaws of DRI Corporation, dated as of September 12, 2007 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: September 14, 2007 By: /S/ STEPHEN P. SLAY --------------------------------------- Stephen P. Slay Vice President, Chief Financial Officer, Treasurer, and Secretary EX-2.1 2 a5493076-ex21.txt EXHIBIT 2.1 EXHIBIT 2.1 AMENDMENT TO BYLAWS OF DRI CORPORATION The Bylaws of DRI Corporation are hereby amended in accordance with Article X, Section 2 of the Bylaws approved by the Board of Directors on September 12, 2007. Article II, Section 2 of the Bylaws is deleted in its entirety and in lieu thereof the following is substituted: ARTICLE II Shareholders' Meetings ---------------------- Section 2. Special Meetings. Special meetings of the shareholders for any purpose or purposes may be called at any time by the Board of Directors to be held at such time and place as the Board of Directors may prescribe. Upon the request of the Chairman of the board, the President, the Board of Directors, or of any shareholder or shareholders holding in the aggregate fifty-one percent (51%) of the voting power of all shareholders, it shall be the duty of the Secretary to call a special meeting of the shareholders to be held at the principal office of the Corporation or such other convenient place and at such time as the Secretary may fix, not less than ten (10) (or in the case of mergers or sales of assets, the number of days specified by North Carolina law) nor more than fifty (50) days after the receipt of said request, and if said Secretary shall neglect or refuse to issue such call, those making the request may do so. Effective this 12th day of September, 2007. /S/ STEPHEN P. SLAY ------------------------------- Secretary -----END PRIVACY-ENHANCED MESSAGE-----