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): August 21, 2012 (August 15, 2012)

SMTP, Inc.

 (Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code: 617-500-8635

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:

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Officers; Compensatory Arrangements of Certain Officers

On August 15, 2012, Richard T. Harrison resigned as the chief executive officer and all other positions he held with the registrant. On that same date, the registrant’s board of directors appointed a committee to oversee the registrant’s operations, lead by Semyon Dukach, the registrant’s Chair of the Board of Directors, until such time as a replacement for Mr. Harrison is appointed.

The registrant has not entered into any transactions with Mr. Dukach that would require disclosure pursuant to Item 404(a) of Regulation S-K under the Exchange Act.

Item 7.01

Regulation FD Disclosure

On August 21, 2012, the registrant issued a press release regarding the matters described in Items 5.02 and 8.01of this Form 8-K. The full text of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 8.01

Other Events

As a consequence of migrating servers to the more efficient 1.9 release of its ecosystem, as well as the departure of the highest paid employee, the registrant expects to show another increase in its net margins in Q3, and thus expects to be in a position to again increase its quarterly dividend when it announces its Q3 results.

Item 9.01

Financial Statements and Exhibits

Exhibit No.

Description

99.1

Press release dated August 21, 2012

SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SMTP, INC.

By:

/s/ Semyon Dukach

Semyon Dukach

Chair of the Board of Directors

Dated: August 21, 2012