-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NJb1FBJnbWZQB+HGsJJb7w/pFMmK/n4eAfCBw01IIzuQT4I9hg2TvJKYBVufqZkh t4433Bm9gullARcZTxMn/g== 0000906344-07-000228.txt : 20070213 0000906344-07-000228.hdr.sgml : 20070213 20070213133109 ACCESSION NUMBER: 0000906344-07-000228 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070213 DATE AS OF CHANGE: 20070213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TELKONET INC CENTRAL INDEX KEY: 0001094084 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 870627421 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82569 FILM NUMBER: 07607904 BUSINESS ADDRESS: STREET 1: 902A COMMERCE ROAD STREET 2: . CITY: ANNAPOLIS STATE: MD ZIP: 21401 BUSINESS PHONE: 410-897-5900 MAIL ADDRESS: STREET 1: 902 A COMMERCE ROAD CITY: ANNAPOLIS STATE: MD ZIP: 21401 FORMER COMPANY: FORMER CONFORMED NAME: COMSTOCK COAL CO INC DATE OF NAME CHANGE: 19990830 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Enable Growth Partners L P CENTRAL INDEX KEY: 0001316907 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1 FERRY BUILDING STREET 2: SUITE 255 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-677-1577 MAIL ADDRESS: STREET 1: 1 FERRY BUILDING STREET 2: SUITE 255 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13G 1 telko13g.txt SCHEDULE 13G RE TELKONET, INC. 02-12-2007 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 TELKONET, INC. -------------- (Name of Issuer) Common Stock ------------ (Title of Class of Securities) 879604106 --------- (CUSIP Number) February 2, 2007 ---------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP 879604106 SCHEDULE 13G Page 2 of 9 1. Names of Reporting Persons. Enable Capital Management, LLC I.R.S. Identification Nos. of above persons 73-1625368 (entities only). 2. Check the Appropriate Box if a Member of a Group 6,262,018 (See Instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization Delaware Number of 5. Sole Voting Power 6,262,018 Shares Beneficially 6. Shared Voting Power 0 Owned by Each 7. Sole Dispositive Power 6,262,018 Reporting Person With 8. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each 6,262,018 Reporting Person 12. Check if the Aggregate Amount in Row (9) Excludes Certain [ ] Shares (See Instructions) 13. Percent of Class Represented by Amount in Row (9) 9.999% 14. Type of Reporting Person (See Instructions) OO Includes warrants to purchase up to 1,775,818 shares of common stock exercisable within 60 days of the date hereof. CUSIP 879604106 SCHEDULE 13G Page 3 of 9 1. Names of Reporting Persons. Enable Growth Partners, L.P. I.R.S. Identification Nos. of above persons 75-3030215 (entities only). 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization Delaware Number of 5. Sole Voting Power 5,471,054 Shares Beneficially 6. Shared Voting Power 0 Owned by Each 7. Sole Dispositive Power 5,471,054 Reporting Person With 8. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each 5,471,054 Reporting Person 12. Check if the Aggregate Amount in Row (9) Excludes Certain [ ] Shares (See Instructions) 13. Percent of Class Represented by Amount in Row (9) 8.736% 14. Type of Reporting Person (See Instructions) PN CUSIP 879604106 SCHEDULE 13G Page 4 of 9 1. Names of Reporting Persons. Mitchell S. Levine I.R.S. Identification Nos. of above persons (entities only). 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization United States Number of 5. Sole Voting Power 6,262,018 Shares Beneficially 6. Shared Voting Power 0 Owned by Each 7. Sole Dispositive Power 6,262,018 Reporting Person With 8. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each 6,262,018 Reporting Person 12. Check if the Aggregate Amount in Row (9) Excludes Certain [ ] Shares (See Instructions) 13. Percent of Class Represented by Amount in Row (9) 9.999% 14. Type of Reporting Person (See Instructions) IN CUSIP 879604106 SCHEDULE 13G Page 5 of 9 Item 1(a). Name of Issuer: Telkonet, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 20374 Seneca Meadows Parkway Germantown, MD 20876 Item 2(a). Names of Persons Filing: Enable Capital Management, LLC ("ECM") Enable Growth Partners, L.P. ("EGP") Mitchell S. Levine Item 2(b). Address of Principal Business Office or, if none, Residence: The principal business address of the reporting persons is One Ferry Building, Suite 255, San Francisco, CA 94111. Item 2(c). Citizenship: Reference is made to Item 4 of pages 2, 3, and 4, of this Schedule 13G (this "Schedule"), which Items are incorporated by reference herein. Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP Number: 879604106 Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: [ ] (a) Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). [ ] (b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). [ ] (c) Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). [ ] (d) Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). CUSIP 879604106 SCHEDULE 13G Page 6 of 9 [ ] (e) An investment adviser in accordance with Section 240.13d- 1(b)(1)(ii)(E); [ ] (f) An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); [ ] (g) A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); [ ] (h) A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); [ ] (i) A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); [ ] (j) Group, in accordance with Section 240.13d-1(b)(1)(ii)(J). Item 4. Ownership. Reference is hereby made to Items 5-9 and 11 of pages 2, 3, and 4, of this Schedule 13, which Items are incorporated by reference herein. ECM, as investment manager of EGP and various client accounts, and Mitchell S. Levine, as ECM's manager and majority owner, may be deemed to beneficially own the securities owned by such accounts, in that they may be deemed to have the power to direct the voting or disposition of those securities. Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that ECM or Mitchell S. Levine is, for any purpose, the beneficial owner of any securities to which this Schedule relates (the "Securities"), and each of ECM and Mitchell S. Levine disclaims beneficial ownership as to the Securities, except to the extent of his or its pecuniary interests therein. Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any of the other individual officers and members of ECM is, for any purpose, the beneficial owner of any of the Securities, and such beneficial ownership is expressly disclaimed. The calculation of percentage of beneficial ownership in item 11 of pages 2, 3, and 4 was derived from the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 9, 2006, in which the Issuer stated that the number of shares of its common tock outstanding as of November 1, 2006 was 56,850,634 shares, and from a current report on Form 8-K filed February 5, 2007, pursuant to which the Issuer reported issuing an additional 4,000,000 shares. Item 5. Ownership of Five Percent or Less of a Class Not applicable. CUSIP 879604106 SCHEDULE 13G Page 7 of 9 Item 6. Ownership of More than Five Percent on Behalf of Another Person. ECM is the investment manager of EGP and one or more other investment partnerships, pooled investment vehicles and/or other client accounts that beneficially hold the Securities and, in that capacity, has been granted the authority to dispose of and vote the Securities held by those accounts. The client accounts have the right to receive (or the power to direct the receipt of) dividends received in connection with ownership of the Securities relates and the proceeds from the sale of such securities. Other than EGP, no single client's holdings exceed five percent of the Securities. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Not applicable. Item 8. Identification and Classification of Members of the Group Not applicable. Item 9. Notice of Dissolution of Group Not applicable. Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. CUSIP 879604106 SCHEDULE 13G Page 8 of 9 Signature After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: February 12, 2007 ENABLE CAPITAL MANAGEMENT, LLC By: /s/ Mitchell S. Levine ------------------------------------- Mitchell S. Levine, its Managing Member ENABLE GROWTH PARTNERS, L.P. By: Enable Capital Management,LLC, its General Partner By: /s/ Mitchell S. Levine ------------------------------------ Mitchell S. Levine, its Managing Member MITCHELL S. LEVINE /s/ Mitchell S. Levine --------------------------------------- Mitchell S. Levine EXHIBIT INDEX Exhibit A Joint Filing Undertaking Page 9 CUSIP 879604106 SCHEDULE 13G Page 9 of 9 EXHIBIT A JOINT FILING UNDERTAKING The undersigned, being authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule, as it may be amended, jointly on behalf of each of such parties. Dated: February 12, 2007 ENABLE CAPITAL MANAGEMENT, LLC By: /s/ Mitchell S. Levine ------------------------------------ Mitchell S. Levine, its Managing Member ENABLE GROWTH PARTNERS, L.P. By: Enable Capital Management, LLC, its General Partner By: /s/ Mitchell S. Levine ------------------------------------ Mitchell S. Levine, its Managing Member MITCHELL S. LEVINE /s/ Mitchell S. Levine --------------------------------------- Mitchell S. Levine -----END PRIVACY-ENHANCED MESSAGE-----