Current Report
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): February 2, 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
3.02 Unregistered
Sales of Equity Securities
On
February 2, 2007, the Company completed a private placement of 4.0 million
shares of its common stock for gross proceeds of $10 million. The
Company incurred $390,000 in private placement fees in connection with this
transaction. The proceeds of this offering will be used for general working
capital needs and to assist in funding the Company's strategic initiatives.
Telkonet also has issued to the purchasers in the private
placement warrants to purchase 2.6 million shares of its common stock at an
exercise price of $4.17 per share. These warrants expire five years from the
date of issuance.
The
common stock and warrants issued in the offering were sold pursuant to the
exemption provided by Section 4(2) of the Securities Act of 1933 and/or Rule
506
of Regulation D promulgated thereunder on the basis that the purchasers are
"accredited investors" as such term is defined in Rule 501 of Regulation D.
Telkonet has agreed to file a registration statement covering the shares
of common stock and the shares issuable upon exercise of the
warrants.
ITEM 9.01 Financial
Statements and Exhibits
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(a) |
No
financial statements are required to be filed as part of this
report.
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(b) |
No
pro forma financial information is required to be filed as part of
this
report.
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(c) |
The
following documents are filed as exhibits to this Report on Form
8-K:
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4 |
Form
of Common Stock Warrant
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10.1 |
Securities
Purchase Agreement
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10.2 |
Registration
Rights Agreement
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99.1 |
Press
Release, dated February 2, 2007
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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.
Dated:
February 5, 2007
By:
/s/
Richard J. Leimbach
Richard
J. Leimbach
Vice
President Finance