The information in this Form 8-K and the Exhibits attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

On May 12, 2009, Optelecom-NKF, Inc. (the "Company") issued a press release announcing financial results for the quarter ended March 31, 2009. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. Also, on May 13, 2009, the Company held a conference call to discuss financial results for the quarter ended March 31, 2009. The transcript of the conference call is attached hereto as Exhibit 99.2 and incorporated by reference herein.

Item 9.01     Financial Statements and Exhibits.

Exhibit 99.1  Press Release of Optelecom-NKF, Inc., dated May 12, 2009.

Exhibit 99.2  Transcript of conference call of Optelecom-NKF, Inc., held on May 13, 2009.