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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): NOVEMBER 9, 2004
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 (Commission (IRS Employer
of 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
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, 2004 we issued a press release, a copy of which is
attached hereto as Exhibit 99.1 and is incorporated by reference, announcing our
3rd quarter results.
ITEM 3.03: MATERIAL MODIFICATIONS TO RIGHTS OF SECURITY HOLDERS
On November 8, 2004, we issued a press release, a copy of which is
attached hereto as Exhibit 99.2 and is incorporated by reference. The press
release states that the Units offered for sale under a prospectus dated October
19, 2004 will cease to trade after the close of the markets on November 19, 2004
and the common stock and warrants underlying the Units will begin to trade on
November 22, 2004.
ITEM 9.01: FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
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EXHIBIT
NO. DESCRIPTION
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99.1 Press release, dated November 9, 2004, announcing
financial results for three and ninth month periods ended
September 30, 2004.
99.2 Press release, dated November 8, 2004, announcing
cessation of trading with respect to units and
commencement of trading with respect to stock and
warrants.
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, 2004 By: /s/ Allen S. Greene
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Allen S. Greene,
Chief Executive Officer