SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 20, 2005
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DATATRAK International, Inc.
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(Exact name of registrant as specified in its charter)
Ohio 000-20699 34-1685364
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
6150 Parkland Boulevard, Mayfield Heights, Ohio 44124
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (440) 443-0082
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(Former Name or Former Address, if Changed Since Last Report)
Item 7.01 Regulation FD Disclosure.
On April 20, 2005, the Company posted its annual letter to shareholders
on its website, www.datatrak.net. A copy of this letter is attached as an
exhibit hereto. The Company anticipates that this letter will be sent to
shareholders along with its Annual Report on Form 10-K in connection with the
Company's Annual Meeting of Shareholders to be held on July 22, 2005.
Certain statements made in this Form 8-K, other SEC filings or written
materials or orally made by the Company or its representatives may constitute
forward-looking statements that are based on management's current beliefs,
estimates and assumptions concerning the operations, future results and
prospects of the Company and the clinical pharmaceutical research industry in
general. All statements that address operating performance, events or
developments that management anticipates will occur in the future, including
statements related to future revenue, profits, expenses, income and earnings per
share or statements expressing general optimism about future results, are
forward-looking statements within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended ("Exchange Act"). In addition, words such as
"expects," "anticipates," "intends," "plans," "believes," "estimates,"
variations of such words, and similar expressions are intended to identify
forward-looking statements. Forward-looking statements are subject to the safe
harbors created in the Exchange Act. Factors that may cause actual results to
differ materially from those in the forward-looking statements include the
ability of the Company to absorb corporate overhead and other fixed costs in
order to successfully market the DATATRAK EDC(TM) software; the development of
and fluctuations in the market for electronic data capture technology; the
degree of the Company's success in obtaining new contracts; the timing of
payments from customers and the timing of clinical trial sponsor decisions to
conduct new clinical trials or cancel or delay ongoing trials; governmental
regulation; the early stage of the Company's ASP operations; and general
economic conditions such as the rate of employment, inflation, interest rates
and the condition of capital markets. This list of factors is not all inclusive.
In addition, the Company's success depends on the outcome of various strategic
initiatives it has undertaken, all of which are based on assumptions made by the
Company concerning trends in the clinical research market and the health care
industry. Any forward-looking statement speaks only as of the date on which such
statement is made and the Company does not undertake any obligation to update
any statements whether as a result of new information, future events or
otherwise.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit 99.1 Letter to Shareholders
The information in this Form 8-K and the Exhibits attached hereto shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933, except as shall be expressly set forth by specific
reference to such filing.
SIGNATURE
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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.
DATATRAK INTERNATIONAL, INC.
Date: April 20, 2005 By: /s/ Terry C. Black
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Terry C. Black
Vice President of Finance, Chief Financial
Officer, Treasurer and Assistant Secretary
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EXHIBIT INDEX
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Exhibit Description of Exhibit
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99.1 Letter to Shareholders