UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q/A

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

DRI CORPORATION

(Exact name of Registrant as specified in its Charter)

North Carolina (State or other jurisdiction of incorporation or organization)		56-1362926 (I.R.S. Employer Identification Number)

13760 Noel Road, Suite 830
Dallas, Texas 75240
(Address of principal executive offices, Zip Code)

Registrant’s telephone number, including area code: (214) 378-8992

     Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes þ No o

     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o		Accelerated filer o		Non-accelerated filer o		Smaller Reporting Company þ
				(Do not check if a smaller reporting company)

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes o No þ

     Indicate the number of shares outstanding of the registrant’s Common Stock as of October 29, 2010:

Common Stock, par value $.10 per share (Class of Common Stock)		11,838,873 Number of Shares

 

 

EXPLANATORY NOTE

     This Amendment No. 1 on Form 10-Q/A (this “Amendment No. 1”) is being filed to amend our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2009 (the “Quarterly Report”), as originally filed with the U.S. Securities and Exchange Commission (the “Commission”) on November 16, 2009 (the “Original Filing Date”). This Amendment No. 1 is being filed in response to communications with the Commission in connection with a request for confidential treatment under Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to Exhibit 10.43.1, Exhibit 10.44.1 and Exhibit 10.45.1 (collectively, the “Exhibits”) originally filed with the Quarterly Report. The sole purpose of this Amendment No. 1 is to file revised redacted versions of the Exhibits. Certain portions of the information that was omitted from the Exhibits have now been included.

     Except for the revised Exhibits, this Amendment No. 1 does not amend any other information set forth in the Quarterly Report. This Amendment No. 1 speaks as of the Original Filing Date, does not reflect events that may have occurred subsequent to the Original Filing Date, and does not modify or update in any way any disclosures made in the Quarterly Report. Additionally, in connection with the filing of this Amendment No. 1 and pursuant to Rule 12b-15 of the Exchange Act, the certifications of our principal executive officer and principal financial officer are also attached as exhibits hereto.

PART II — OTHER INFORMATION

ITEM 6. EXHIBITS

     The following documents are filed as exhibits to this Amendment No. 1 on Form 10-Q/A:

Exhibit
Number		Description
10.43.1*		First Amendment to the Quota Purchase Agreement, dated as of August 31, 2009, by and among Mobitec Empreendimientos e Participações Ltda., Roberto Juventino Demore, Lorena Giusti Demore, JADI Itinerários Eletrônicos Ltda., Mobitec AB and Mobitec Brasil Ltda. (filed herewith).
10.44.1*		Promissory Note, dated as of August 31, 2009, executed by Mobitec Empreendimientos e Participações Ltda. in favor of Roberto Juventino Demore (filed herewith).
10.45.1*		Promissory Note, dated as of August 31, 2009, executed by Mobitec AB in favor of Roberto Juventino Demore (filed herewith).
31.1		Section 302 Certification of Chief Executive Officer (filed herewith).
31.2		Section 302 Certification of Chief Financial Officer (filed herewith).
32.1		Section 906 Certification of Chief Executive Officer (incorporated by reference to Exhibit 32.1 to DRI Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009, as filed with the Commission on November 16, 2009).
32.2		Section 906 Certification of Chief Financial Officer (incorporated by reference to Exhibit 32.2 to DRI Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009, as filed with the Commission on November 16, 2009).

SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

DRI CORPORATION

INDEX TO EXHIBITS

     The following documents are filed as exhibits to this Amendment No. 1 on Form 10-Q/A:

Exhibit
Number		Description
10.43.1*		First Amendment to the Quota Purchase Agreement, dated as of August 31, 2009, by and among Mobitec Empreendimientos e Participações Ltda., Roberto Juventino Demore, Lorena Giusti Demore, JADI Itinerários Eletrônicos Ltda., Mobitec AB and Mobitec Brasil Ltda. (filed herewith).
10.44.1*		Promissory Note, dated as of August 31, 2009, executed by Mobitec Empreendimientos e Participações Ltda. in favor of Roberto Juventino Demore (filed herewith).
10.45.1*		Promissory Note, dated as of August 31, 2009, executed by Mobitec AB in favor of Roberto Juventino Demore (filed herewith).
31.1		Section 302 Certification of Chief Executive Officer (filed herewith).
31.2		Section 302 Certification of Chief Financial Officer (filed herewith).
32.1		Section 906 Certification of Chief Executive Officer (incorporated by reference to Exhibit 32.1 to DRI Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009, as filed with the Commission on November 16, 2009).
32.2		Section 906 Certification of Chief Financial Officer (incorporated by reference to Exhibit 32.2 to DRI Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009, as filed with the Commission on November 16, 2009).