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) July 15, 2005
---------------------------
SIMTROL, INC.
-------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-10927 58-2028246
---------------------------- ------------------------------ -------------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) 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): [ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| 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 have been 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 July 15, 2005, we completed the sale of an additional $217,000 of securities
in this private placement to eight accredited investors, bringing the aggregate
amount of securities we have sold in the offering to $1,092,000. This offering
is now completed and we do not expect to sell any additional securities in this
offering. Our placement agent in the offering will receive a cash fee equal to
12% of the gross proceeds that we sold 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 sold
in the private placement.
The offers and sales of the securities in the private placement were 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 did not conduct any general solicitation or advertising, and we
complied 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.
SIMTROL, INC.
By: /s/ Stephen N. Samp
----------------------------
Stephen N. Samp
Chief Financial Officer
Dated: July 15, 2005