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): August
14, 2006
(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
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|
(Commission
File Number)
|
|
(IRS
Employer
|
|
of
Incorporation)
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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
2.01. COMPLETION
OF ACQUSITION OR DISPOSITION OF ASSETS.
On
August
14, 2006, the Company executed separate settlement agreements with the lenders
of its Convertible Senior Notes. Pursuant to the settlement agreements the
Company paid to the lenders on August 15, 2006 in the aggregate $9,910,392
plus
accrued but unpaid interest and certain premiums specified in the Notes in
satisfaction of the amounts then outstanding under the Notes.
ITEM
9.01. FINANCIAL
STATEMENTS AND EXHIBITS.
(a)
No
financial statements are required to be filed as part of this
report.
(b)
The
following proforma financial statement is attached hereto as Exhibit 99.3
and
incorporated herein by reference:
(i)
Unaudited
Pro Forma Condensed Consolidated Balance Sheet at June 30, 2006.
(c)
The
following exhibits are filed as part of this report:
99.1
-
Settlement Agreement, dated as of August 14, 2006, by and between Telkonet,
Inc
and Portside Growth and Opportunity Fund.
99.2
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Settlement Agreement, dated as of August 14, 2006, by and between Telkonet,
Inc
and Kings Road Investments, Ltd.
99.3
-
Unaudited Proforma Condensed Consolidated Balance Sheet at June 30,
2006.
99.4
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Press release dated August 16, 2006 announcing retirement of convertible
securities.
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:
August 16, 2006
By:
/s/
Richard J.
Leimbach
Richard
J. Leimbach
Vice
President Finance