================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 12, 2006
------------
SMARTPROS LTD.
--------------
(Exact name of Registrant as specified in its charter)
Delaware 001-32300 13-4100476
---------------------------- ------------ -------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
12 Skyline Drive
Hawthorne, New York 10532
--------------------------------------- -------------------
(Address Of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code (914) 345-2620
--------------
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:
[ ] 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 2.02: RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On May 12, 2005, the registrant issued a press release, a copy of which
is attached hereto as Exhibit 99.1 and is incorporated by reference, announcing
its financial results for the quarter ended March 31, 2006 and also announcing
that the registrant is hosting a teleconference on May 15, 2006 at 4:15 p.m.
eastern time to discuss its financial results for the quarter ended March 31,
2006.
The conference call took place, as scheduled, at 4:15 p.m. eastern time
on May 15, 2006. During the conference call, in response to a question, the
registrant's chief executive officer, Allen S. Greene, stated that the
registrant does not expect to incur significant costs related to compliance with
the requirements of the Sarbanes-Oxley legislation. He further stated that the
registrant's estimate to comply with the Sarbanes-Oxley requirement regarding
the assessment of internal controls "would cost .. $100,000 or less of outside
money." Also, in response to another question regarding the registrant's video
production and duplication business, Mr. Greene made the following statement:
"We think ... that by the end of the third quarter, we should be back on track
for our normal annual revenue. ... I expect to retain the business at over $1
million per year and that is what our goal is."
An audio replay of the call is available on the registrant's web site,
www.smartpros.com/ir/.
ITEM 9.01: FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
---------
EXHIBIT
NO. DESCRIPTION
------- -----------
99.1 Press release, dated May 12, 2005, announcing financial
results for the quarter ended March 31, 2006.
In accordance with General Instruction B.2 of Form 8-K, the information
in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed
to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), or otherwise subject to the liability of that
section, and shall not be incorporated by reference into any registration
statement or other document filed under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned, hereunto duly authorized.
SmartPros Ltd.
Dated: May 16, 2005 By: /s/ Allen S. Greene
---------------------------------
Allen S. Greene,
Chief Executive Officer
2