telkonet_8k-020108.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
February
1, 2008
(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):
[
] 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
8.01 Other Events.
On
February 1, 2008, the Board of Directors of Telkonet, Inc. approved an amendment
to the stock purchase warrants held by Enable Opportunity Partners, L.P., Pierce
Diversified Strategy Master Fund, LLC, Ena and Enable Growth Partners, L.P. to
reduce the exercise price under such warrants from $4.17 per share to $0.6978258
per share. The warrants entitled the holders to purchase an aggregate
of up to 3,380,000 shares of Telkonet’s common stock. These warrants
were originally granted in connection with two private placements that were
completed in September 2006 and February 2007.
On
February 7, 2008, Enable Opportunity Partners, L.P., Pierce Diversified Strategy
Master Fund, LLC, Ena and Enable Growth Partners, L.P. exercised all of their
warrants on a cashless basis using the a five day volume average weighted price
(VWAP) as of January 31, 2008 of $.99 resulting in the issuance of 1,000,000
shares of Company common stock and a return of 2,380,000 to shares
authorized..
As a
result of this amendment to the warrants, Telkonet expects to have a one-time
“non-cash” charge of approximately $1,700,000, which is comprised of
approximately $1,200,000 attributable to the amendment to the foregoing warrants
and approximately $500,000 attributable to anti-dilution provisions of certain
other outstanding stock purchase warrants.
Item
9.01 Financial Statements and Exhibits.
(d)
The following documents are filed as exhibits to this Report on Form
8-K:
4 Form
of Amended and Restated Common Stock Warrant
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:
February 7, 2008
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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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