Current Report
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
April
17, 2007
(Date
of
earliest event reported)
TELKONET,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
Utah
(State
or
Other Jurisdiction of Incorporation)
|
000-27305
|
87-0627421
|
|
(Commission
File No.)
|
(I.R.S.
Employer Identification No.)
|
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
April
17, 2007, Telkonet, Inc. (the “Company”) received notification from the American
Stock Exchange (“AMEX”) that the Company is not in compliance with Section 120
and Section 121(A) of the AMEX Company Guide. Specifically, AMEX has taken
the
position that certain of the Company’s related party transactions were not
reviewed by the Company’s Audit Committee or a comparable body of its Board of
Directors as required by Section 120 and the Company does not have a sufficient
number of independent directors such that a majority of its board of directors
is deemed to be “independent” as such term is defined in the AMEX Company
Guide.
Although
the Company reasonably believes that it meets the AMEX continued listing
standards and provided AMEX with a written analysis to support this belief,
AMEX
has declined to adopt the Company’s position and has instructed the Company to
submit a plan of compliance no later than May 1, 2007 advising AMEX of the
action it has taken, or will take, to bring the Company into compliance with
Sections 120 and 121(A) of the AMEX Company Guide.
Immediately
following receipt of AMEX’s letter, in connection with formulating the Company’s
plan of compliance, the Company’s Chief Executive Officer and Chairman of the
Board of Directors commenced a search for a new independent board member. On
April 23, 2007, a new independent director was appointed to the Company’s Board
of Directors as described in greater detail under Item 5.02 below. In addition
to electing a new independent director, the Company’s Board of Directors
unanimously adopted a formal procedure pursuant to which it will refer all
proposed related party transactions directly to the Company’s Audit Committee
for review, consideration and approval.
The
Company has issued the press release attached to this Form 8-K as Exhibit 99
in
accordance with its obligations under Section 402 of the AMEX Company
Guide.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
April
23, 2007, the Board of Directors held a meeting at which Stephen L. Sadle,
the
Company’s Senior Vice President and a non-independent board member, resigned and
Anthony J. Paoni was elected to fill the board seat vacated by Mr. Sadle. The
Board of Directors has determined that Mr. Paoni is “independent” as defined in
the AMEX Company Guide.
Anthony
J. Paoni has been a faculty member at Northwestern University’s Kellogg School
of Management since 1996. Previously, he spent 28 years in the information
technology industry with market leading organizations that provided computer
hardware, software and consulting services.
For
the
first 15 years of his career Professor Paoni managed sales and marketing
organizations and in the later stages of his career he moved into general
management positions starting with PANSOPHIC Systems Incorporated. This Lisle,
Illinois based firm was the world’s fifth largest international software company
prior to its acquisition by Computer Associates, Incorporated. Subsequently,
he
became chief operating officer of Cross Access, a venture capital funded
software firm that provided industry-leading solutions to the heterogeneous
database connectivity market segment. In addition, he has been president of
two
wholly-owned U.S. subsidiaries of Ricardo Consulting, a U.K.-based international
engineering consulting firm focused on computer based automotive powertrain
design. Prior to joining the Kellogg faculty, Professor Paoni was chief
executive officer of Eolas, an Internet software company with patent pending
Web
technology - one of the key technology drivers responsible for the rapid
adoption of the Internet platform.
Professor
Paoni has been invited to speak at over 200 conferences. He is on the Board
of
Directors of Chamberlain Group (a subsidiary of Duchossois Industries) the
world’s largest of manufacturer of door access systems. He serves on the
Advisory Board Elite Labor Services and he is Chairman of the Executive
Committee of XL TechGroup (www.xltg.com).
From
1996 to 2006, Professor Paoni held directorships with CompuCom Systems (NASDAQ:
CMPC), USF Corporation (NASDAQ: USFC), and served as Chairman of Arizona
Technology Enterprises, the technology commercialization company at Arizona
State University. Professor Paoni was appointed to Chicago Mayor Richard M.
Daley’s Technology Advisory Board in 1999. In 1998 he was appointed as a
Strategic Advisor to the US Navy for the CVX nuclear carrier program. He is
also
a fellow in the Diamond Exchange Network, which consists of thought leaders
from
academia and private industry.
In
addition to teaching at the Kellogg School, Professor Paoni is a visiting
faculty member at Arizona State University, WP Carey School of Business; Hong
Kong University of Science and Technology, Graduate School of Business;
Wissenschaftliche Hochschule für Untemehmensführung (WHU), Otto Beisheim
Graduate School of Management, Germany; and The Sasin Graduate School of
Business Administration, Chulalongkom University, Thailand. Professor Paoni
obtained his BS in Mechanical Engineering in 1968 from Rochester Institute
of
Technology and his MBA in 1992 from the Kellogg School of Management,
Northwestern University.
Item
9.01. Financial Statements and Exhibits.
|
|
(a) |
Financial
statements of Business Acquired.
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None.
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(b) |
Pro
forma financial information.
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None.
|
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(c) |
Shell
Company Transactions.
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None.
|
|
99 |
Press
Release, dated April 23, 2007
|
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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|
|
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TELKONET,
INC. |
|
|
|
| Date: April
23, 2007 |
By: |
/s/ Ronald
W.
Pickett |
| |
|
| |
Ronald
W. Pickett
Chief
Executive
Officer
|