================================================================================ 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): December 3, 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 Number) Identification No.) incorporation) 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 On November 29, 2004, Allen S. Greene, the Chief Executive Officer of SmartPros Ltd. was interviewed by Michael Wax of CEOcast. The interview was carried on CEOCast's web site at www.ceocast.com. Attached hereto as Exhibit 99.1 to this Form 8-K is a transcript of the interview. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits EXHIBIT NO. DESCRIPTION ------- ----------- 99.1 Transcript of Allen S. Greene interview with Michael Wax of CEOcast on November 29, 2004. 2 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: December 3, 2004 By: /s/ Allen S. Greene ------------------------------ Allen S. Greene, Chief Executive Officer 3 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ------- ----------- 99.1 Transcript of Allen S. Greene interview with Michael Wax of CEOcast on November 29, 2004. 4