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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): MAY 10, 2005
SMARTPROS LTD.
(Exact name of Registrant as specified in its charter)
Delaware 001-32300 13-4100476
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(State or other jurisdiction of (Commission File (IRS Employer
incorporation) 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
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 11, 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 quarter ended March 31, 2005
ITEM 8.01: OTHER MATTERS.
On May 10th, 2005, we issued a press release, a copy of which is
attached hereto as Exhibit 99.2 and is incorporated by reference, announcing
that our Annual General Meeting of Stockholders will be held at the Comfort Inn,
20 Saw Mill River Road, Hawthorne, New York 10532, on THURSDAY, June 9, 2005 at
10:00 A.M., Eastern Time. The proxy materials distributed to our shareholders
incorrectly identified June 9th as a Tuesday rather than a Thursday.
ITEM 9.01: FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS.
EXHIBIT
NO. DESCRIPTION
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99.1 Press release, dated May 11, 2005, announcing financial
results for the quarter ended March 31, 2005.
99.2 Press release, dated May 10, 2005, announcing that our
Annual General Meeting of Stockholders will be held at
the Comfort Inn, 20 Saw Mill River Road, Hawthorne, New
York 10532, on THURSDAY, June 9, 2005 at 10:00 A.M.,
Eastern Time.
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 11, 2005 By: /s/ Allen S. Greene
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Allen S. Greene,
Chief Executive Officer