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): December 5, 2007

 


DIGITAL ALLY, INC.

(Exact Name of Registrant as Specified in Charter)

 


 

Nevada    000-52620    20-0064269

(State or other Jurisdiction

of Incorporation)

   (Commission File Number)   

(IRS Employer

Identification No.)

7311 W. 130th Street, Suite 170, Overland Park, KS 66213

(Address of Principal Executive Offices) (Zip Code)

(913) 814-7774

(Registrant’s telephone number, including area code)

 


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:

 

¨ 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 3.01 Transfer of Listing.

(d) On November 15, 2007, Digital Ally, Inc. announced that it had applied for listing of Digital’s common stock on the NASDAQ Capital Market (“Nasdaq”) under the ticker symbol “DGLY”. Consequently, subject to approval by the Nasdaq of Digital’s listing application, the trading of Digital’s common stock will be transferred to the Nasdaq from the OTC Bulletin Board. Digital’s shares will continue to be traded on the OTC Bulletin Board under the symbol “DGLY” until the transfer to the Nasdaq is effective.

A copy of the press release announcing the transfer of the Company’s listing to the Nasdaq is attached hereto as Exhibit 99.1 .

The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 5, 2007, the Board of Directors of Digital Ally, Inc. (the “Company”) amended the Company’s bylaws (the “Bylaws”) to permit the Company to issue uncertificated shares. Previously, the Bylaws required that all shares of capital stock be represented by certificates. The Bylaws were amended in order for the Company to become eligible to participate in a Direct Registration Program as required by NASDAQ Rule 430(a). The amendments affected only paragraph 1 and 2 of Article VII. The amendments to the Bylaws are filed as Exhibit 99.2 and is incorporated herein by reference.

 

Item 8.01 Other Events.

On December 5, 2007, our Board of Directors approved the change of our transfer agent and registrar from Holladay Stock Transfer, Inc., 2939 N 67th Place, Suite C, Scottsdale, AZ 85251, to First American Stock Transfer, Inc. 706 E. Bell Road, Suite 202, Phoenix, Arizona 85022.

On December 6, 2007, Digital Ally, Inc. (the “Company”) issued a press release titled “DIGITAL ALLY, INC. EXPECTS 2007 SALES TO EXCEED $19 MILLION.” A copy of the press release is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

99.1    Press release entitled “DIGITAL ALLY, INC. APPLIES TO LIST COMMON STOCK ON THE NASDAQ CAPITAL MARKET.”
99.2    Amendments to the Amended and Restated Bylaws of Digital Ally, Inc.
99.3    Press release entitled “DIGITAL ALLY, INC. EXPECTS 2007 SALES TO EXCEED $19 MILLION.”


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.

Date: December 7, 2007

 

DIGITAL ALLY, INC.

By:

  /s/ Stanton E. Ross
Name:   Stanton E. Ross
Title:   President and Chief Executive Officer


EXHIBIT INDEX

 

Exhibit
Number
  

Description

99.1    Press release entitled “DIGITAL ALLY, INC. APPLIES TO LIST COMMON STOCK ON THE NASDAQ CAPITAL MARKET.”
99.2    Amendments to the Amended and Restated Bylaws of Digital Ally, Inc.
99.3    Press release entitled “DIGITAL ALLY, INC. EXPECTS 2007 SALES TO EXCEED $19 MILLION.”

Exhibit 99.1

For Immediate Release

DIGITAL ALLY, INC. APPLIES TO LIST COMMON STOCK

ON THE NASDAQ CAPITAL MARKET

OVERLAND PARK, Kansas (November 15, 2007) – Digital Ally, Inc. (OTC BB: DGLY), which develops, manufactures and markets advanced video surveillance products for law enforcement, homeland security and commercial security applications, today announced that the Company has applied for a listing of its common stock on The NASDAQ Capital Market.

“We believe that Digital Ally, Inc. now complies with all of the listing requirements for The NASDAQ Capital Market, and we have filed the appropriate documents with NASDAQ to apply for such listing,” stated Stanton E. Ross, Chief Executive Officer of the Company. “In light of the strong sales and earnings growth achieved by the Company in recent quarters, we believe it is appropriate to list Digital Ally’s common stock on the widely respected NASDAQ Stock Market. Our goal in seeking this listing is to broaden our exposure to potential investors and improve the trading liquidity of our stock.”

Approval of the listing application is subject to a qualitative and quantitative review process by NASDAQ.

About Digital Ally, Inc.

Digital Ally, Inc. develops, manufactures and markets advanced technology products for law enforcement, homeland security and commercial security applications. The Company’s primary focus is the field of Digital Video Imaging and Storage. For additional information, visit www.digitalallyinc.com

The Company is headquartered in Overland Park, Kansas, and its shares are traded on the OTC Bulletin Board under the symbol “DGLY”.

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934. These forward-looking statements are based largely on the expectations or forecasts of future events, can be affected by inaccurate assumptions, and are subject to various business risks and known and unknown uncertainties, a number of which are beyond the control of management. Therefore, actual results could differ materially from the forward-looking statements contained in this press release. A wide variety of factors that may cause actual results to differ from the forward-looking statements include, but are not limited to, the following: the Company’s ability to raise sufficient capital to continue to implement its business plan; whether the Company’s application for a NASDAQ Capital Market listing will be approved; the Company’s ability to have all of its product offerings perform as planned or advertised; whether there will be a commercial market, domestically and internationally, for one or more of its products; its ability to commercialize its products and production processes, including increasing its production capabilities to meet orders; its ability to continue increasing revenue and profits; whether the Company will be able to adapt its technology to new and different uses, including being able to introduce new products;


competition from larger, more established companies with far greater economic and human resources; its ability to attract and retain customers and quality employees; its ability to obtain patent protection on any of its products and, if obtained, to defend such intellectual property rights; the effect of changing economic conditions; and changes in government regulations, tax rates and similar matters. These cautionary statements should not be construed as exhaustive or as any admission as to the adequacy of the Company’s disclosures. The Company cannot always predict or determine after the fact what factors would cause actual results to differ materially from those indicated by the forward-looking statements or other statements. The reader should consider statements that include the words “believes”, “expects”, “anticipates”, “intends”, “estimates”, “plans”, “projects”, or other expressions that are predictions of or indicate future events or trends, to be uncertain and forward-looking. The Company does not undertake to publicly update or revise forward-looking statements, whether as a result of new information, future events or otherwise.

For Additional Information, Please Contact:

Stanton E. Ross, CEO at (913) 814-7774

or

RJ Falkner & Company, Inc., Investor Relations Counsel at (800) 377-9893 or via email at

info@rjfalkner.com

Exhibit 99.2

A MENDMENTS

TO THE

A MENDED AND R ESTATED B YLAWS

OF

D IGITAL A LLY , I NC .

The following amendments to the Amended and Restated Bylaws (the “Bylaws”) of D IGITAL  A LLY , I NC . , a Nevada corporation (the “Corporation”), were adopted by the Board of Directors of the Corporation (“Board”), at a duly-called meeting of the Board held on December 5, 2007:

Amendments to the Bylaws

R ESOLVED , that Article VII, Paragraph 1 of the Bylaws is hereby amended and restated in its entirety as follows:

1.  Certificates . The shares of the capital stock of the Corporation may be certificated or uncertificated, as provided under the Business Corporation Act. A certificate or certificates for shares of the capital stock of the Corporation may be issued to each shareholder when any of these shares are fully paid. Any such certificates shall be signed in the name of the Corporation by the president or vice president and by the secretary or any assistant secretary, certifying the number of shares and the class or series of shares owned by the shareholder. Any or all of the signatures on any such certificate may be facsimile if the certificate is countersigned by a transfer agent or any assistant transfer agent, or registered by a registrar other than the Corporation itself or an employee of the Corporation. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be that officer before that certificate is issued, it may be issued by the corporation with the same effect as if that person were an officer at the date of issue.”

 


R ESOLVED , that Article VII, Paragraph 2 of the Bylaws is hereby amended and restated in its entirety as follows:

2.  Transfers of Stock . Stock of the Corporation shall be transferable in the manner prescribed by applicable law and in these bylaws. Transfers of stock shall be made on the books of the Corporation, and in the case of certificated shares of stock, only by the person named in the certificate or by such person’s attorney lawfully constituted in writing and upon the surrender of the certificate therefor, properly endorsed for transfer and payment of all necessary transfer taxes; or, in the case of uncertificated shares of stock, upon receipt of proper transfer instructions from the registered holder of the shares or by such person’s attorney lawfully constituted in writing, and upon payment of all necessary transfer taxes and compliance with appropriate procedures for transferring shares in uncertificated form; provided, however, that such surrender and endorsement, compliance or payment of taxes shall not be required in any case in which the officers of the Corporation shall determine to waive such requirement. With respect to certificated shares of stock, every certificate exchanged, returned or surrendered to the Corporation shall be marked “Cancelled,” with the date of cancellation, by the Secretary or Assistant Secretary of the Corporation or the transfer agent thereof. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred.”

 

Exhibit 99.3

For Immediate Release

Digital Ally, Inc. Expects 2007 Sales to Exceed $19 Million

COMPANY RETAINS NEW TRANSFER AGENT TO BE ELIGIBLE FOR NASDAQ CAPITAL MARKET LISTING

OVERLAND PARK, Kan., Dec. 6 /PRNewswire-FirstCall/ — Digital Ally, Inc. (OTC Bulletin Board: DGLY News ), which develops, manufactures and markets advanced video surveillance products for law enforcement, homeland security and commercial security applications, today announced that it has received a second installment payment in the amount of $1.9 million for DVM-500 In-Car Video Systems purchased by an international law enforcement agency in accordance with a $5.1 million order that was announced on November 29, 2007. Unit shipments commenced upon receipt of an initial installment payment in late November, and the entire order should be delivered to the customer during the fourth quarter of 2007 and the first quarter of 2008.

“I am pleased to report that our sales during the current quarter, to date, exceed $5.8 million, surpassing the Company’s previous quarterly record of $5.1 million in the three months ended September 30, 2007,” stated Stanton E. Ross, Chief Executive Officer of Digital Ally, Inc. “This will be our seventh consecutive quarter of record sales and should allow revenues for the full year to reach or exceed $19 million, compared with revenues of $4.1 million in 2006.”

The Company also announced that it has retained First American Stock Transfer, Inc. as its new transfer agent and amended its Bylaws to permit it to participate in a Direct Registration Program for its common stock. The Company took these steps to meet certain requirements for the listing of its common stock on The NASDAQ Capital Market. Digital Ally, Inc. announced its application for a NASDAQ Capital Market listing on November 15, 2007, which application is pending.

About Digital Ally, Inc.

Digital Ally, Inc. develops, manufactures and markets advanced technology products for law enforcement, homeland security and commercial security applications. The Company’s primary focus is the field of Digital Video Imaging and Storage. For additional information, visit http://www.digitalallyinc.com

The Company is headquartered in Overland Park, Kansas, and its shares are traded on the OTC Bulletin Board under the symbol “DGLY”.

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934. These forward-looking statements are based largely on the expectations or forecasts of future events, can be affected by


inaccurate assumptions, and are subject to various business risks and known and unknown uncertainties, a number of which are beyond the control of management. Therefore, actual results could differ materially from the forward-looking statements contained in this press release. A wide variety of factors that may cause actual results to differ from the forward-looking statements include, but are not limited to, the following: the Company’s ability to raise sufficient capital to continue to implement its business plan; whether the Company’s application for a NASDAQ Capital Market listing will be approved; the Company’s ability to have its product offerings perform as planned or advertised; whether there will be a commercial market, domestically and internationally, for one or more of its products; its ability to commercialize its products and production processes, including increasing its production capabilities to meet orders; its ability to continue increasing revenue and profits; whether the Company will be able to adapt its technology to new and different uses, including being able to introduce new products; competition from larger, more established companies with far greater economic and human resources; its ability to attract and retain customers and quality employees; its ability to obtain patent protection on any of its products and, if obtained, to defend such intellectual property rights; the effect of changing economic conditions; and changes in government regulations, tax rates and similar matters. These cautionary statements should not be construed as exhaustive or as any admission as to the adequacy of the Company’s disclosures. The Company cannot always predict or determine after the fact what factors would cause actual results to differ materially from those indicated by the forward-looking statements or other statements. The reader should consider statements that include the words “believes”, “expects”, “anticipates”, “intends”, “estimates”, “plans”, “projects”, or other expressions that are predictions of or indicate future events or trends, to be uncertain and forward-looking. The Company does not undertake to publicly update or revise forward-looking statements, whether as a result of new information, future events or otherwise.

For Additional Information, Please Contact:

Stanton E. Ross, CEO at (913) 814-7774

or

RJ Falkner & Company, Inc., Investor Relations Counsel at (830) 693-4400 or

via email at info@rjfalkner.com