UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-KSB/A
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Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Fiscal Year Ended December 31, 2004
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Commission File No. 1-10927
SIMTROL, INC.
A Delaware Corporation
(IRS Employer Identification No. 58-2028246)
2200 Norcross Parkway Suite 255
Norcross, Georgia 30071
(770) 242-7566
Securities Registered Pursuant to Section 12(b)
of the Securities Exchange Act of 1934:
None
Securities Registered Pursuant to Section 12(g)
of the Securities Exchange Act of 1934:
Common Stock, $.001 par value per share
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No |_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. |X|
The registrant's revenues for the fiscal year ended December 31, 2004 were
$565,870.
The aggregate market value of the shares of common stock held by non-affiliates
of the registrant was approximately $2,411,033, based on the closing price of
the registrant's common stock as quoted on the Over The Counter Bulletin Board
on March 18, 2005. For the purposes of this response, officers, directors and
holders of 5% or more of the registrant's common stock are considered to be
affiliates of the registrant at that date.
The number of shares outstanding of the registrant's common stock as of April
29, 2005: 3,722,914 shares of $.001 par value common stock.
Documents incorporated by reference: None.
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS.
BOARD COMPOSITION
The directors and executive officers of Simtrol, Inc. (the "Company") are
as follows:
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Name Age Position
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LARRY M. CARR 61 Chairman of the Board of Directors
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RICHARD W. EGAN 39 President, Chief Executive Officer and Director
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STEPHEN N. SAMP 40 Chief Financial Officer and Secretary
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DALLAS S. CLEMENT 40 Director
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JULIA B. NORTH 57 Director
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EDWARD S. REDSTONE 76 Director
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ADAM SENTER 48 Director
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THOMAS J. STALLINGS 58 Director
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All members of the Board of Directors, with the exception of Mr. Egan, are
independent, as defined in Rule 4200(a)(15) of the National Association of
Securities Dealer's listing standards. Biographical information regarding these
directors:
LARRY M. CARR, age 61, has served as a director since June 1994 and as
Chairman of the Board since January 1998. Mr. Carr founded Nursefinders, Inc., a
temporary services company in the healthcare industry, in 1974. Although Adia
Services, Inc., acquired Mr. Carr's interest in this company, Mr. Carr still
owns and operates numerous Nursefinders franchises and assists in the
administration and management of several other franchises through an entity
known as Management Services, Inc. Mr. Carr is Chairman of the Board of
Northwest National Bank, located in Arlington, Texas, a director of Mobility
Electronics, Inc., of Scottsdale, Arizona, which designs, develops and markets
connectivity and remote peripheral interface technology and products and is a
director of several privately held companies, including OHA Financial, Inc.,
Trinity Airweighs, LLC and Computerized Healthcare, Inc.
RICHARD W. EGAN, age 39, has served as a director and Chief Executive
Officer of the Company since May 18, 2000. Mr. Egan joined the Company in June
1995 and served as National Account Manager until July 1996 when he took over
the position of Regional Sales Director. From February 1998 to June 1999, he
served as Executive Vice President of Sales. In June 1999, Mr. Egan was
appointed President of the Company.
STEPHEN N. SAMP, age 40, joined the Company in April 2002 as Chief
Financial Officer and Secretary. From February 2001 until March 2002 he served
as an independent financial consultant. From March 1998 to February 2001 he
served as Vice President, Chief Financial Officer and Secretary of eOn
Communications (NASDAQ:EONC), a provider of unified voice, e-mail, and Web-based
communications systems and software.
DALLAS S. CLEMENT, age 40, has served as a director since April 2001. Mr.
Clement has served as Senior Vice President, Strategy and Development for Cox
Communications, Inc. ("Cox") since August 2000. Prior to that, he served as Vice
President and Treasurer of Cox from January 1999 to July 2000. Mr. Clement
joined Cox in 1990 as a Policy Analyst and was promoted to Manager of Investment
Planning in January 1993, Director of Finance in 1994, and Treasurer in 1996.
From April 1995 to December of 1996, Mr. Clement served as Assistant Treasurer
for Cox Enterprises, Inc. and Cox.
JULIA B. NORTH, age 57, has served as a director since October 1997.
Ms. North served as President and Chief Executive Officer of the Company from
October 1997 until June 1999. Ms. North is a director of WinnDixie Stores, Inc.,
a food retailer, MAPICS, Inc., a global developer of extended enterprise
applications, and Acuity Brands, Inc., a maker of lighting equipment and
specialty products.
EDWARD S. REDSTONE, age 76, has served as a director since July 1996. Mr.
Redstone has been a private investor since 1994. From 1984 to 1994, he served as
Chairman of the Board of Martha's Vineyard National Bank. Mr. Redstone was a
co-founder of National Amusements, which, among other things, is the controlling
stockholder of Viacom. Mr. Redstone also founded First Bancorporation.
ADAM D. SENTER, age 48, has served as a director of Simtrol since January
2005. Mr. Senter began his nineteen-year career with IBM Corporation in sales
and marketing, with special emphasis in training, multimedia, and healthcare
solutions. Included among his successes are conceiving and implementing a global
sales strategy that produced profitable growth in an underperforming segment.
Mr. Senter served as the Executive Vice President and Group President at
Provant, Inc., where he reversed a large EBIT loss situation while upgrading
organizations, personnel and processes, and helped to sell four business units
while protecting the interests of the stakeholders. Mr. Senter currently serves
as chairman of Keowee Partners LLC, a limited liability company focused on real
estate investment and development in South Carilina, and also acts in an
advisory role for several private companies in the Atlanta, Georgia area.
THOMAS J. STALLINGS, age 58, has served as a director of Simtrol since
January 2005. Mr. Stallings is currently CEO and a director of Internet Commerce
Corporation (NASDAQ:ICCA), a provider of Internet-based e-commerce solutions,
which he joined in 2003. Mr. Stallings began his 23-year career at the IBM
Corporation in sales. He progressed through positions of increasing
responsibility. For the last four years of his tenure he was the General Manager
for a $500 million PC Direct business unit. In 1995 and 1996 he was an area Vice
President with Oracle. For the last seven years he has been involved in the
management of venture capital backed technology companies, all of which were
successfully sold to larger organizations. He was the President and Chief
Operating Officer of CoreHarbor, from October 2002 to June 2003 where his
efforts lead to the effective merger between CoreHarbor and USinternetworking
Inc. From 1999 to 2002, he served as President and CEO of Cambar Software Inc.
and was successful in completing a sale of the company to a private investor
group in November 2002. From 1997 to 1999, he served as President and CEO of
Analytika, Inc. were he successfully grew this early stage software development
firm that was acquired in late 1999 by Dendrite International.
Each director serves until the next annual meeting of the Company's
shareholders and until his or her successor is elected and qualified. Executive
officers are appointed by, and hold office at the pleasure of, the Board of
Directors. There are no family relationships between any director or executive
officer of the Company and any other director or executive officer of the
Company.
COMMITTEES OF THE BOARD OF DIRECTORS
The Company's Board of Directors has several committees, including
standing Audit and Compensation Committees. The Board of Directors does not have
a standing nominating committee, such function being reserved to the full Board
of Directors.
Audit Committee. The Audit Committee is currently composed of Julia B.
North, Edward S. Redstone and Dallas S. Clement. The Audit Committee met three
times during 2004. The Audit Committee's principal functions are to recommend to
the Company the appointment of independent auditors for the Company, review and
approve the annual report of the independent auditors, approve the annual
financial statements, and review and approve summary reports of the auditors'
findings and recommendations. The Audit Committee reviews and pre-approves all
audit and non-audit services performed by the Company's auditing accountants, or
other accounting firms, other than as may be allowed by applicable law. All
members of the Audit Committee are independent, as defined in Rule 4200(a)(15)
of the National Association of Securities Dealer's listing standards. The Board
of Directors has adopted a written Audit Committee Charter. The Board of
Directors has determined that Dallas S. Clement is an "audit committee financial
expert," as defined in SEC rules.
Compensation Committee. The Compensation Committee is currently composed
of Larry M. Carr, Edward S. Redstone and Julia B. North. The Compensation
Committee met once during 2004. The Compensation Committee is responsible for
approving and monitoring the remuneration arrangements for senior management and
establishing the targets that determine awards payable under the Company's
incentive compensation plan.
The Company does not have a Nominating Committee. The Director selection
and review are conducted by the entire Board of Directors. The Company believes
that this is adequate based on the size and make-up of the current Board of
Directors. Five of the members of the Board of Directors have served as
directors of the Company for between three and eleven years. The Company
believes that this group of longstanding directors is capable of evaluating the
performance of the current Board and the qualifications of proposed director
nominees, and of determining the need for additional directors. The Board of
Directors does not have a written charter or formal process governing the
nominating process. The Board of Directors will consider director nominees
recommended by shareholders. Generally, candidates should be highly qualified by
business, professional or comparable experience, affirmatively desirous of
serving on the Board, and able to represent the interests of all shareholders
and not merely those of any special interest group.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, executive officers and persons who own more than 10% of the
outstanding common stock of the Company to file with the Securities and Exchange
Commission reports of changes in ownership of the common stock of the Company
held by such persons. Officers, directors and greater than 10% shareholders are
also required to furnish the Company with copies of all forms they file under
this regulation. To the Company's knowledge, based solely on a review of the
copies of such reports furnished to the Company and representations that no
other reports were required, during the year ended December 31, 2004, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than 10% shareholders were complied with.
ITEM 10. EXECUTIVE COMPENSATION.
COMPENSATION OF OFFICERS
The following table provides certain summary information for 2004, 2003
and 2002 concerning compensation paid or accrued by the Company to or on behalf
of the Company's executive officers:
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
NAME AND ------------------- ------------------
PRINCIPAL NUMBER OF SHARES
POSITION YEAR SALARY BONUS UNDERLYING OPTIONS
----------------- ---- -------- ----- ------------------
Richard W. Egan 2004 $135,200(1) -- 50,000
President and CEO 2003 $130,000(1) -- 7,500
2002 $130,000(1) -- 6,000
Stephen N. Samp 2004 $119,600(2) -- 45,000
Chief Financial 2003 $115,000(2) -- 3,600
Officer 2002 $ 86,923(2) -- 4,000
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(1) Due to the business conditions of the Company, Mr. Egan deferred $35,500
of his 2003 salary and $15,000 of his 2002 salary. He was paid these
deferred amounts during 2004.
(2) Due to the business conditions of the Company, Mr. Samp deferred $23,861
of his 2003 salary and $4,423 of his 2002 salary. He was paid these
deferred amounts during 2004.
STOCK OPTION PLANS
1991 Stock Option Plan. In 1991, by action of the Company's Board of
Directors, the Company adopted the 1991 Stock Option Plan (the "1991 Plan") for
the Company's and its wholly-owned subsidiaries' officers, directors and
employees. The 1991 Plan was approved by the Company's shareholders on October
10, 1991. In July 1992, the 1991 Plan was amended to, among other things,
provide for the automatic grant of options to the Company's non-employee
directors, to increase the number of shares of common stock available for grant
thereunder and to expand the class of persons eligible to receive options under
the 1991 Plan to include employees of the Company's majority-owned subsidiaries.
In November 1993, the 1991 Plan was further amended to expand the class of
persons eligible to receive options under the 1991 Plan and to increase the
number of shares of common stock available for grant thereunder. The 1991 Plan,
as amended by the Company's shareholders on May 19, 1998, provides for the grant
of options to purchase up to an aggregate of 366,206 shares of the Company's
common stock. The right to grant additional options under this plan expired in
August 2001. Therefore, no additional grants of options will be made under this
plan. At December 31, 2004, options to purchase 56,775 shares of common stock
were outstanding under the 1991 Plan.
2002 Stock Option Plan. In June 2002 the Company's shareholders approved
the adoption of the 2002 Stock Option Plan (the "2002 Plan") for the Company's
and its wholly owned subsidiaries' officers, directors, employees, and
consultants. The 2002 Plan originally provided for the grant of options to
purchase up to an aggregate of 250,000 shares of the Company's common stock. On
April 22, 2004, shareholders approved an increase in the number of options
available under the 2002 Plan to 750,000. Under the terms of the 2002 Plan, the
Stock Option Committee of the Board of Directors may grant options to purchase
shares of common stock to the Company's officers, directors and employees, and
to those of the Company's subsidiaries. At December 31, 2004, options to
purchase 353,500 shares of common stock were outstanding under the 2002 Plan.
The following table provides certain information concerning options
granted during 2004:
% OF TOTAL OPTIONS
NUMBER OF SECURITIES GRANTED TO
UNDERLYING OPTIONS EMPLOYEES IN Exercise or
NAME GRANTED FISCAL YEAR Base Price EXPIRATION DATE
--------------- -------------------- ------------------ ----------- ----------------
Richard W. Egan 50,000 22.7% $2.00 June 20, 2014
Stephen N. Samp 45,000 20.5% $2.00 June 20, 2014
The following table provides certain information concerning the value of
unexercised warrants and unexercised options held by the Company's executive
officers as of December 31, 2004. No options or warrants were exercised by
either of the executive officers during 2004:
NUMBER OF UNEXERCISED OPTIONS OR VALUE OF UNEXERCISED IN-THE-MONEY
WARRANTS AT OPTIONS AND WARRANTS AT FISCAL YEAR
FISCAL YEAR END END
-------------------------------------- -------------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------------------- ---------------- ------------------ --------------- -----------------
Richard W. Egan 23,625 58,000 -- --
Stephen N. Samp 3,400 49,200 -- --
The following table provides information as of December 31, 2004 regarding
the Company's compensation plans and arrangements:
EQUITY COMPENSATION PLAN INFORMATION
Number of securities
Number of securities Weighted-average remaining available for
to be issued upon exercise price of future issuance under equity
exercise of outstanding compensation plans
outstanding options, options, warrants (excluding securities
warrants and rights and rights reflected in column (a))
Plan category (a) (b) (c)
----------------------------------- ---------------------- ------------------- ------------------------------
Equity compensation plans approved
by security holders 410,275 $5.66 396,500
Equity compensation plans not
approved by security holders 388,000(1) $2.00 --
Total 799,275 $3.88 396,500
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(1) Represents warrants granted to Westminster Securities as a placement agent
fees for convertible debt and equity offerings during 2004.
DIRECTOR COMPENSATION
The Company does not presently provide any cash compensation to directors
for their services as directors. Each of the Company's non-employee directors
receives an automatic grant of options to purchase 15,000 shares of the
Company's common stock each year under the terms of the Company's stock option
plans. Each director is reimbursed for travel and other expenses incurred in
connection with the performance of his or her duties.
Additionally, all new non-employee directors receive a one-time grant of
an option to purchase 5,000 shares of the Company's common stock at an exercise
price equal to the fair market value of the stock on the date of the grant per
the terms of the 2002 Stock Option Plan. The options expire, unless previously
exercised or terminated, ten years from the date of the grant.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
The following table sets forth certain information as of April 29, 2005
with respect to ownership of the outstanding common stock of the Company by (i)
each director and executive officer of the Company, (ii) all directors and
executive officers of the Company, as a group, and (iii) all persons known to
the Company to own beneficially more than 5% of the outstanding shares of the
Company's common stock:
SHARES PERCENT OF
BENEFICIALLY OUTSTANDING
NAME OF BENEFICIAL OWNER OWNED (1) SHARES
-------------------------------------- ------------ ------------
Larry M. Carr 691,974 (2) 17.28%
Julia B. North 27,350 (3) *
Edward S. Redstone 710,816 (4) 17.79%
Richard W. Egan 50,442 (5) 1.35%
Dallas S. Clement 78,233 (6) 2.08%
Adam D. Senter 25,000 (7) *
Thomas J. Stallings 25,000 (7) *
A. John Knapp, Jr. 219,477 (8) 9.52%
Stephen N. Samp 20,200 (9) *
Frederick G. Wedell 505,055 (10) 12.5%
Meadowbrook Opportunity Fund, LLC 250,000 (11) 6.5%
W. Cobb Hazelrig 605,055 (12) 14.8%
All directors and executive officers
as a group (8 persons) 1,629,013 36.6%
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* Less than 1% of outstanding shares.
1. Except as otherwise indicated, each person named in this table possesses
sole voting and investment power with respect to the shares beneficially
owned by such person. "Beneficial ownership," determined in accordance
with Rule 13d-3 of the Securities Exchange Act of 1934, includes shares
for which an individual, directly or indirectly, has or shares voting or
investment power and also includes options that are exercisable within 60
days.
2. Consists of 392,616 shares held directly, 32,625 shares subject to stock
options that are exercisable within 60 days, and 250,066 shares subject to
presently exercisable common stock purchase warrants. Also includes 16,667
shares and 50,000 shares subject to warrants held in the name of OHA
Financial, of which Mr. Carr serves as Chairman of the Board; Mr. Carr
disclaims beneficial ownership of these shares. Mr. Carr's business
address is 2200 Norcross Parkway, #255, Norcross, Georgia 30071.
3. Consists of 725 shares held directly and 26,625 shares subject to stock
options that are exercisable within 60 days.
4. Consists of 438,878 shares held directly, 22,375 shares subject to stock
options that are exercisable within 60 days, 249,500 shares issuable upon
the exercise of warrants and 63 shares owned by Mr. Redstone's spouse. Mr.
Redstone's business address is 222 Merrimack Street, Suite 210, Lowell, MA
01852.
5. Consists of 5,775 shares held directly, 1,375 shares issuable upon the
exercise of warrants, and 43,292 shares issuable upon the exercise of
options that are exercisable within 60 days.
6. Consists of 31,681 shares owned directly, 28,052 shares issuable upon
exercise of warrants, and 18,500 shares issuable upon the exercise of
stock options that are exercisable within 60 days.
7. Consists of 25,000 shares subject to stock options that are exercisable
within 60 days.
8. Consists of 146,913 shares owned directly and 28,024 shares owned by
Andover Group, Inc., 44,540 shares issuable upon the exercise of warrants
that are exercisable within 60 days by Andover Group. Mr. Knapp is Chief
Executive Officer and majority shareholder of Andover Group, Inc. Mr.
Knapp's business address is 910 Travis Street, Suite 1910, Houston, TX
77002.
9. Consists of 20,200 shares of common stock subject to stock options that
are exercisable within 60 days.
10. Consists of 50,000 shares held directly and 50,000 shares subject to
presently exercisable common stock purchase warrants. Also includes
151,685 shares and 253,370 shares subject to presently exercisable common
stock purchase warrants held in the name of W&H Investment, of which Mr.
Wedell is a principal. Mr. Wedell's business address is 3940 Montclair
Rd., Suite 500, Birmingham, AL 35213.
11. Consists of 125,000 shares and 125,000 shares subject to presently
exercisable common stock purchase warrants.
12. Consists of 50,000 shares and 50,000 shares subject to presently
exercisable common stock purchase warrants. Also includes 151,685 and
50,000 shares and 253,370 and 50,000 shares subject to presently
exercisable common stock purchase warrants held in the name of W&H
Investment and Hazelrig Family Partnership, LLP, respectively, of which
Mr. Hazelrig is a principal. Mr. Hazelrig's business address is 3940
Montclair Rd., Suite 500, Birmingham, AL 35213.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
In January 2004, Messrs. Carr and Redstone, two members of the Company's
Board of Directors, agreed to extend the due dates of their $200,000 convertible
notes originated in 2001 (the "2001 Debt") to December 31, 2004 and they agreed
to convert all principal and interest to the Company's common stock at the close
of a private placement of equity securities. Additionally, the Company agreed to
issue the two directors warrants to purchase two shares of the Company's common
stock for each share of stock issued upon conversion of the 2001 Debt. All the
principal and interest of the 2001 Debt was converted to 192,283 shares of
common stock on September 30, 2004, and the two directors received warrants to
purchase an aggregate of 384,566 shares of the Company's common stock on the
date of conversion at an exercise price of $2.00 per share.
ITEM 13. EXHIBITS.
The following exhibits are filed with or incorporated by reference into
this report. The exhibits which are denominated by an asterisk (*) were
previously filed as a part of, and are hereby incorporated by reference from
either (i) the Post-Effective Amendment No. 1 to the Company's Registration
Statement on Form S-18 (File No. 33-27040-D) (referred to as "S-18 No. 1"), (ii)
Post-Effective Amendment No. 2 to the Company's Registration Statement on Form
S-18 (File No. 33-27040-D) (referred to as "S-18 No. 2"), (iii) Post-Effective
Amendment No. 3 to the Company's Registration Statement on Form S-18 (File No.
33-27040-D) (referred to as "S-18 No. 3"); (iv) the Company's Quarterly Report
on Form 10-Q for the quarter ended December 31, 1992 (referred to as "1992
10-Q"); (v) the Company's Registration Statement Form S-1 (File No. 33-85754)
(referred to as "S-1"); (vi) the Company's Annual Report on Form 10-K for the
year ended December 31, 1993 (referred to as "1993 10-K"); (vii) the Company's
Annual Report on Form 10-K for the year ended December 31, 1994 (referred to as
"1994 10-K"); (viii) the Company's Annual Report on Form 10-K for the year ended
December 31, 1995 (referred to as "1995 10-K"), (ix) the Company's Annual Report
on Form 10-K for the year ended December 31, 1998, as amended (referred to as
"1998 10-K/A"), (x) the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999 (referred to as "June 1999 10-Q"), (xi) the Company's Form
S-8 Registration Statement (File No. 333-18239), (referred to as "Warrant Plan
S-8"), (xii) the Company's Form S-8 Registration Statement (File No. 333-18237),
(referred to as "Option Plan S-8"), (xiii) the Company's Registration Statement
on Form S-3 amended January 31, 1999 ("1999 S-3"), (xiv) the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 2001 (referred to as
"2001 10-Q"), (xv) the Company's Annual Report on Form 10-K for the year ended
December 31, 2001 (referred to as "2001 10-K"); and (xvi) the Company's Annual
Report on Form 10-K for the year ended December 31, 2002 (referred to as "2002
10-K").
EXHIBIT NO. DESCRIPTION OF EXHIBIT
---------- --------------------------------------------------------------
*3.1 Certificate of Incorporation, including Certificate of Stock
Designation dated September 25, 1990, and amendments dated
December 26, 1990, August 19, 1991 and October 17, 1991 (S-18
No. 3, Exhibit 3-1)
*3.2 Amended Bylaws of the Company as presently in use (S-18 No. 1,
Exhibit 3.2)
*3.3 Certificate of Amendment to Certificate of Incorporation filed
on February 10, 1993 (1992 10-Q)
*3.6 Certificate of Amendment to Certificate of Incorporation filed
on February 13, 1995 (1994 10-K)
*3.7 Certificate of Amendment to Certificate of Incorporation filed
on September 8, 1995 (1995 10-K)
*3.9 Certificate of Amendment of Certificate of Incorporation filed
on January 13, 1999 (1998 10-K/A)
*3.10 Certificate of Amendment to Certificate of Incorporation filed
on June 28, 1999 (June 1999 10-Q)
*10.3 1991 Stock Option Plan (S-18 No. 2, Exhibit 10.1(a))
EXHIBIT NO. DESCRIPTION OF EXHIBIT
---------- --------------------------------------------------------------
*10.3.1 Amendment No. 1 to 1991 Stock Option Plan (1993 10-K)
*10.3.2 Amendment No. 2 to 1991 Stock Option Plan (S-1)
*10.3.3 Amendment No. 3 to 1991 Stock Option Plan (S-1)
*10.3.4 Amendment No. 4 to 1991 Stock Option Plan (Option Plan S-8,
Exhibit 4.5) *10.3.5 Amendment No. 5 to 1991 Stock Option Plan
(1998 10-K/A)
*10.4 1995 Performance Warrant Plan (Warrant Plan S-8, Exhibit 4.1)
*10.5 1994 Employee Stock Purchase Plan (1994 10-K)
*10.6 License Agreement between ACIS, Inc. and the Company dated
September 9, 1999 (1999 S-3)
*10.7 First Amendment and Modification of ACIS, Inc. warrant
agreement dated September 7, 2001 (2001 10-Q)
*10.8 ACIS Technology License Agreement between ACIS, Inc. and the
Company dated September 27,2001 (2001 10-Q)
*14.1 Code of Ethics (2002 10-K)
21.1 Subsidiaries of the Company (previously filed)
23.1 Consent of Marcum & Kliegman LLP (previously filed)
31.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, of
the President and Chief Executive Officer.
31.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, of
the Chief Financial Officer.
32.1 Certifications Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
ITEM 14. PRINCIPAL ACCOUNTANTS FEES AND SERVICES
Audit Fees. The aggregate fees billed by Marcum & Kliegman LLP for
professional services rendered for the audit of the Company's annual financial
statements for the year ended December 31, 2004 and the review of the financial
statements included in the Company's Forms 10-QSB for 2004 was $62,500. The
aggregate fees billed by Marcum & Kliegman LLP for professional services
rendered for the audit of the Company's annual financial statements for the year
ended December 31, 2003 and the review of the financial statements included in
the Company's Forms 10-QSB for 2003 was $55,000.
Audit-Related Fees. There were no fees charged by Marcum & Kliegman LLP
during 2004 or 2003 for audit-related services.
Tax Fees. No tax compliance, tax advice, or tax planning services were
provided to the Company by Marcum & Kliegman LLP during 2004 or 2003.
All Other Fees. During 2004, Marcum & Kliegman LLP billed the Company
$9,500 for services performed in conjunction with the SEC Form SB-2 filed by the
company in November. There were no additional fees billed to the Company by
Marcum & Kliegman LLP during 2003.
AUDIT COMMITTEE PRE-APPROVAL POLICY
The services performed by the independent accountant in 2004 were
pre-approved by the Audit Committee of the Company's Board of Directors. Any
requests for audit, audit-related, tax and other services must be submitted to
the Audit Committee for specific pre-approval. Normally, pre-approval is
considered at regularly scheduled meetings.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
SIMTROL, INC.
By: /s/ Richard W. Egan
----------------------------------------
Date: April 29, 2005 Richard W. Egan, Chief Executive Officer