================================================================================
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): March 11, 2008
--------------
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 March 11, 2008, 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 year ended December 31, 2007 and also
announcing that the registrant is hosting a teleconference on March 12, 2008 at
4:15 p.m. eastern time to discuss its financial results for the year ended
December 31, 2007.
The conference call took place, as scheduled, at 4:15 p.m. eastern time
on March 12, 2008. An audio replay of the call is available on the registrant's
web site, http://ir.smartpros.com.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENT OF CERTAIN OFFICERS.
(b) On March 12, 2008, David Gebler resigned from his position as Senior
Vice President of SmartPros Ltd. and President of Working Values, Ltd.,
effective March 31, 2008. Mr. Gebler resigned to pursue other opportunities.
ITEM 9.01: FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
---------
EXHIBIT
NO. DESCRIPTION
--- -----------
99.1 Press release, dated March 11, 2008, announcing financial
results for the year ended December 31, 2007.
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: March 13, 2008 By: /s/ Allen S. Greene
-----------------------------
Allen S. Greene,
Chief Executive Officer
2