telkonet_8k-042209.htm
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
(Date of
earliest event reported)
TELKONET,
INC.
(Exact Name of Registrant as Specified
in Its Charter)
Utah
(State or Other Jurisdiction of
Incorporation)
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000-31972
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87-0627421
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(Commission
File No.)
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(I.R.S.
Employer Identification No.)
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20374 Seneca Meadows
Parkway, Germantown, Maryland 20876
(Address
of Principal Executive Offices)
(240)-912-1800
(Registrant's
Telephone Number)
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
2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
As
previously reported, on February 26, 2009, the Company executed and completed a
Stock Purchase Agreement with William Davis pursuant to which the Company sold,
and Mr. Davis purchased, 2,800,000 shares of MSTI Holdings, Inc. (“MSTI”) common
stock (the “MSTI Shares”) beneficially owned by the Company for an
aggregate purchase price of $10,000. In connection with the sale of
the MSTI Shares to Mr. Davis, the Company entered into a Partial Release of Lien
with YA Global Investments, L.P. (“YA Global”), pursuant to which, in
consideration of YA Global’s agreement to release its lien and security interest
on the MSTI Shares, the Company paid a commitment fee to YA Global comprised of
157,000 shares of MSTI common stock. As a result of the
transactions described above, the Company now beneficially owns 15,543,000
shares of MSTI common stock, which represents 49% of the issued and outstanding
shares of MSTI common stock.
The
Company has historically consolidated its investment in MSTI as a consolidated
majority owned subsidiary. On April 22, 2009, Warren V. Musser and
Thomas C. Lynch submitted their resignations as directors of MSTI. As
a result of these resignations and the decrease in beneficial ownership
resulting from the transactions described above, the Company is no longer
required to consolidate MSTI as a majority owned subsidiary and the Company’s
investment in MSTI will now be accounted for under the cost method.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(b) Pro Forma Financial
Information.
The
unaudited consolidated pro forma consolidated Balance Sheet as of December
31, 2008 and Statement of Operations of the Company for the twelve month period
ended December 31, 2008 presented herein are for illustrative purposes only to
reflect the loss of control reported under Item 2.01 above. The pro forma
adjustments are based upon available information and certain assumptions that
management believes are reasonable, and should be read in conjunction with the
historical financial statements of the Company. The unaudited pro forma
information is not necessarily indicative of the future financial position or
operating results of the Company after the loss of control set forth in Item
2.01 above.
(d) Exhibits.
The
following documents are filed as exhibits to this report on Form 8-K or
incorporated by reference herein. Any document incorporated by reference is
identified by a parenthetical reference to the SEC filing that included such
document.
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Exhibit
No.
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Description
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99.1
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Pro
Forma financial information listed in Item 9.01(b)
above.
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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.
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TELKONET,
INC.
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Date: April
28, 2009
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By:
/s/ Richard J.
Leimbach
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Richard
J. Leimbach
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Chief
Financial Officer
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