================================================================================
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): OCTOBER 19, 2004
SMARTPROS LTD.
--------------
(Exact name of Registrant as specified in its charter)
Delaware 001-32300 13-4100476
----------------------------- -------------------- --------------------------
(State or other (Commission File (IRS Employer
jurisdiction of incorporation) 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 8.01: OTHER EVENTS
A. On October 15, 2004, SmartPros Ltd. issued a press release, a copy of
which is attached hereto as Exhibit 99.1 and is incorporated herein by
reference. The press release related to a change in the terms of the Company's
initial public offering.
B. On October 19, 2004, SmartPros Ltd. issued a press release, a copy of
which is attached hereto as Exhibit 99.2 and is incorporated herein by
reference. The press release announced the effectiveness of the Company's
initial public offering.
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: October 19, 2004 By: /s/ ALLEN S. GREENE
-----------------------------
Allen S. Greene,
Chief Executive Officer
2