UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): November 8, 2005
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SMARTPROS LTD.
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(Exact name of Registrant as specified in its charter)
Delaware 001-32300 13-4100476
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(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
12 Skyline Drive
Hawthorne, New York 10532
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(Address Of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code (914) 345-2620
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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 November 9, 2005, we issued a press release, a copy of which is
attached hereto as Exhibit 99.1 and is incorporated by reference, announcing our
financial results for the three and nine month periods ended September 30, 2005
(the "November 9th Press Release").
ITEM 8.01: OTHER MATTERS.
On November 8, 2005, our Board of Directors approved the repurchase of
up to $750,000 of our common stock in the open market. The timing and exact
number of shares purchased will be determined at our discretion and will depend
on market conditions. All repurchases will be funded from existing cash.
Currently, SmartPros has approximately 5.1 million shares of common stock
outstanding. The share buy-back program will begin after December 1, 2005 and
will be completed or cancelled within 12 months. Disclosure of the program was
included in the November 9th Press Release which is attached hereto as Exhibit
99.1 and is incorporated by reference.
ITEM 9.01: FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS.
EXHIBIT
NO. DESCRIPTION
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99.1 Press release, dated November 9, 2005, announcing financial
results for the quarter ended September 30, 2005 and the share
buy-back program.
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: November 9, 2005 By: /s/ Allen S. Greene
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Allen S. Greene,
Chief Executive Officer