SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities and Exchange Act of 1934
|
Date
of Report (Date of earliest event reported) |
May
31, 2005 |
| |
|
SIMTROL,
INC. |
|
(Exact
name of registrant as specified in its charter) |
| |
|
Delaware |
1-10927 |
58-2028246 |
|
(State
or other jurisdiction
of
incorporation) |
(Commission
File Number) |
(IRS
Employer
Identification
No.) |
| |
|
2200
Norcross Parkway, Norcross, Georgia |
30071 |
|
(Address
of principal executive offices) |
(Zip
Code) |
| |
|
Registrant’s
telephone number, including area code |
(770)
242-7566 |
| |
|
N/A |
|
(Former
name or former address, if changed since last
report) |
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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
3.02. Unregistered
Sales of Equity Securities.
As
previously disclosed, in order to raise additional capital to support our
operations, we are currently conducting a private placement of a minimum of
$250,000 and a maximum of $1,250,000 of units consisting of one share of
convertible preferred stock and warrants to purchase one share of our common
stock at an exercise price of $1.00 per share and one share of our common stock
at an exercise price of $1.25 per share. Each share of preferred stock has a
stated value of $3.00 and is convertible into shares of common stock of the
Company at a conversion price of $0.75 (resulting in each share being
convertible into four shares of common stock).
On May
31, 2005, we completed the sale of an additional $291,000 of securities in this
private placement to five accredited investors, bringing the aggregate amount of
securities we have sold in the offering to $879,000. Our placement agent in the
offering will receive a cash fee equal to 12% of the gross proceeds that we sell
in the private placement and warrants to purchase a number of shares of our
common stock equal to 12% of the number of shares of common stock underlying the
preferred stock and warrants that we sell in the private placement.
We plan
to conduct additional closings in the event we receive additional subscriptions
to purchase units in the private placement.
The
offers and sales of the securities in the private placement are exempt from the
registration requirements of the Securities Act of 1933 (the “Act”) pursuant to
Rule 506 and Section 4(2) of the Act. In connection with the offers and
sales, we will not conduct any general solicitation or advertising, and we will
comply with the requirements of Regulation D relating to the restrictions on the
transferability of the shares issued.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
|
|
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SIMTROL,
INC. |
|
|
|
|
By: |
/s/ Stephen N.
Samp |
| |
Stephen N. Samp |
| |
Chief Financial
Officer |
| |
|
| Dated: June 6, 2005 |
|