Telkonet, Inc.
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of
report (Date of earliest event reported): May 25, 2007
(Exact
name of registrant as specified in its charter)
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Utah
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000-27305
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87-0627421
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number) |
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(IRS
Employer
Identification
No.)
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20374
Seneca Meadows Parkway, Germantown, MD 20876
(Address
of Principal Executive Officers) (Zip Code)
Registrant's
telephone number, including area code: (240) 912-1800
(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
8.01 Other
Events.
On
May
29, 2007, Telkonet, Inc.'s subsidiary, Microwave Satellite Technology Inc.
(MST), a carrier class communications technology company that specializes in
providing true quadruple play services to residential, hospitality and
commercial properties, announced that it has closed a $9.1 million private
placement. Upon completion of the closing, MST executed a reverse merger to
become a publicly-traded company, under the name MSTI Holdings, Inc. The private
placement closed on May 25, 2007, and was comprised of approximately $3.1
million of equity financing through the sale of common stock and warrants and
approximately $6 million of debt financing through the sale of debentures and
warrants. Following the MST private placement, Telkonet continues to own 63%
of
the issued and outstanding common stock of MST. Palladium Capital Advisors
served as the lead placement agent in connection with the offering. The proceeds
of the financing will be used for debt repayment, acquisitions, and general
working capital of MST.
ITEM 9.01 Financial
Statements and Exhibits
(a) Financial
Statements of Business Acquired.
None.
(b) Pro
Forma
Financial Information.
None.
(c)
Shell
Company Transactions.
None.
(d)
Exhibits.
The
following document is filed as exhibit to this Report on Form 8-K:
99.1 Press
Release, dated May 29, 2007
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.
Dated:
June 1, 2007
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By: |
/s/ Richard
J. Leimbach |
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Richard
J. Leimbach
Vice President
Finance
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