telkonet_8k-110309.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
November
3, 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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425).
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12).
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)).
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)).
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Item 3.01
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Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer Listing.
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As
previously reported in the Company's Current Reports on Form 8-K (filed on May
21, 2009 and September 2, 2009), the Company has previously received notices
from NYSE Amex, LLC (the “Exchange”) regarding the delisting of its common stock
because the Company was not in compliance with Section 1003(a)(iv) of the
Exchange’s Company Guide (the “Company Guide”) in that it had sustained losses
which were so substantial in relation to its overall operations or its existing
financial resources, or its financial condition had become so impaired that it
appeared questionable, in the opinion of the Exchange, as to whether the Company
would be able to continue operations and/or meet its obligations as they
mature.
In
accordance with Sections 1203 and 1009(d) of the Company Guide, the Company
requested an oral hearing to appeal the Staff's determination. Such oral hearing
was held on October 29, 2009. On November 3, 2009, the Company received notice
from the Exchange informing it that the Hearing Panel had confirmed the Staff's
recommendation that the Company's common stock be delisted from the
Exchange.
The
Company has the right to request that the full Committee on Securities review
the decision of the Hearing Panel. After considering the costs to the
Company of compliance with the continued listing requirements of the Exchange
and other factors, the Company determined that it was not in the best interests
of the Company and its shareholders to appeal the delisting of the Company’s
securities from the Exchange and approved the voluntary delisting of the
securities. The Company intends to promptly file a Form 25 with the
Securities and Exchange Commission (“SEC”) and anticipates that the delisting
will be effective 10 days after the date of filing of the Form 25. Upon
delisting from the Exchange, the Company intends to have its common stock quoted
on the OTC Bulletin Board (“OTCBB”).
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Financial
Statements and Exhibits.
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(d)
Exhibits
99.1 Press release dated
November 6, 2009
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:
November 6, 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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