telkonet_8k-051809.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
May 18,
2009
(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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On May
18, 2009, Telkonet, Inc., (the “Company”) received a letter from NYSE Amex LLC
(the “Exchange”) indicating that the Company does not satisfy certain of the
Exchange’s continued listing standards. Specifically, the Company is not in
compliance with Section 1003(a)(iv) of the Exchange’s Company Guide (the
“Company Guide”) in that it has sustained losses which are so substantial in
relation to its overall operations or its existing financial resources, or its
financial condition has become so impaired that it appears questionable, in the
opinion of the Exchange, as to whether the Company will be able to continue
operations and/or meet its obligations as they mature.
The
Company was afforded the opportunity to submit a plan of compliance to the
Exchange by June 18, 2009 that demonstrates the Company’s ability to regain
compliance with Section 1003(a)(iv) of the Company Guide by
November 18, 2009. If the Company does not submit a plan, or if the plan is
not accepted by the Exchange, the Company will be subject to delisting
procedures as set forth in Section 1010 and part 12 of the Company
Guide.
The
Company intends to submit a plan to the Exchange by June 18, 2009. There can be
no assurance that the Exchange will accept the Company’s plan of compliance or,
if accepted, that the Company will make progress consistent with the
plan.
The
Exchange also indicated in its correspondence that, due to its low selling
price, the Company’s common stock may not be suitable for auction market
trading. The Exchange also notified the Company, in accordance with Section
1003(f)(v) of the Company Guide, that it deems it appropriate under the
circumstances for the Company to effect a reverse stock split to address its low
selling price. If the Company fails to affect the reverse split within a
reasonable time after receiving the letter, the Exchange may consider suspending
dealings in, or removing from the list, the Company’s common stock. In that
event, the Company would become subject to the procedures and requirements of
Section 1009 of the Company Guide, which could, among other things, result in
the Exchange initiating delisting proceedings.
The
Company's common stock continues to trade on the Exchange. The Exchange has
advised the Company that the Exchange is utilizing the financial status
indicator fields in the Consolidated Tape Association's Consolidated Tape
System and Consolidated Quote Systems Low Speed and High Speed Tapes to
identify companies that are in noncompliance with the Exchange's continued
listing standards. Accordingly, the Company will become subject to the
trading symbol extension ".BC" to denote such noncompliance.
The
Company’s press release dated May 21, 2009 with respect to the notification from
the Exchange described above is attached to this Form 8-K as Exhibit
99.1.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(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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Press
Release dated May 21, 2009
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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:
May 21, 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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