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
January
31, 2006
(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
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87-0627421
|
|
(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):
[X]
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 ACQUISITION
On
January 31, 2006, Telkonet, Inc. (Amex: TKO), acquired a 90% interest in
Microwave Satellite Technologies, Inc. (MST) from Frank Matarazzo, the sole
stockholder of MST. MST is a communications technology company that offers
complete sales, installation, and service of VSAT and business television
networks, and is a full-service national Internet Service Provider (ISP). The
$10 million cash and stock transaction will enable Telkonet to provide a
complete “triple-play” solution to subscribers of HDTV, VoIP telephony and
NuVision Broadband Internet
access, to commercial multi-dwelling units and hotels.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a)
Financial statements of Business Acquired:
Financial
statements required by this Item shall be filed by amendment to this Form 8-K
not later than 71 calendar days following the date that this Form 8-K was
required to be filed.
(b)
Pro
forma financial information:
The
pro
forma financial information required by this Item shall be filed by amendment
to
this Form 8-K not later than 71 calendar days following the date that this
Form
8-K was required to be filed.
(c)
Exhibits:
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2.1 |
Stock
Purchase Agreement by and among Telkonet and the sole shareholder
of
MST
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|
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99 |
Press
release dated January 31, 2006 announcing closing of stock
purchase.
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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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|
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| Date: January
31, 2006 |
By: |
/s/ Ronald
W.
Pickett |
| |
|
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Ronald
W. Pickett
Chief
Executive Officer
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