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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): APRIL 10, 2008
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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 (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
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 3.01: NOTICE OF DELISTING OR FAILURE TO SATISFY A COUNTINUED LISTING
RULE OR STANDARD; TRANSFER OF LISTING.
On April 9, 2008, SmartPros Ltd. (the "Company") was notified by the
NASDAQ Stock Market LLC ("Nasdaq") that its application to list its shares of
common stock, $.0001 par value (the "Common Stock") and Common Stock purchase
warrants ("Warrants") on the Nasdaq Capital Market was approved, subject to its
continuing to satisfy the minimum bid price requirement of $4.00 per share for
initial listing.
On April 10, 2008, pursuant to authorization by the Company's Board of
Directors, the Company notified the American Stock Exchange ("AMEX") that it
intends to voluntarily withdraw the listing of its Common Stock and Warrants on
the AMEX in order to transfer their listing to the Nasdaq Capital Market.
The Company anticipates that the Common Stock and Warrants will commence
trading on the Nasdaq Capital Market on or about April 22, 2008 and will trade
under the new symbols "SPRO"and "SPROW," respectively.
ITEM 7.01: REGULATION FD DISCLOSURE.
A copy of the press release announcing the Company's transfer of the
listing of its Common Stock and Warrants to the Nasdaq Capital Market is
attached as Exhibit 99.1 to this report.
ITEM 9.01: FINANCIAL STATEMENTS AND EXHIBITS
(d) EXHIBITS.
EXHIBIT
NO. DESCRIPTION
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99.1 Press release dated April 10, 2008, announcing the transfer of
the Company's listing of its Common Stock and Warrants to the
Nasdaq Capital Market.
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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: April 10, 2008 By: /s/ Allen S. Greene
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Allen S. Greene,
Chief Executive Officer
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