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) February 15, 2006
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SIMTROL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-10927 58-2028246
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
2200 Norcross Parkway, Norcross, Georgia 30071
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (770) 242-7566
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N/A
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(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 1.01. ENTRY INTO A DEFINITIVE MATERIAL AGREEMENT
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On February 15, 2006 Simtrol formed a joint venture with Integrated Digital
Systems, LLC ("IDS"), a multifaceted integrator based in Livonia, Michigan to
develop and sell a judicial arraignment software solution based on the success
of a deployment in Oakland County, Michigan. The new joint venture, Justice
Digital Solutions, L.L.C., a Michigan limited liability company ("JDS"), is
headquartered in Sterling Heights, Michigan, with its development staff and
testing center located in Norcross, Georgia.
Under the JDS operating agreement, IDS and Simtrol each own fifty percent of
JDS. Simtrol Chief Executive Officer Richard Egan and IDS Chief Executive
Officer Robert Deuby will serve as JDS' two Managers. In addition, Mr. Egan will
serve as JDS' initial Chief Executive Officer and Mr. Deuby will serve as JDS'
initial Chief Operating Officer. Stephen Samp, Chief Financial Officer of
Simtrol, will serve as JDS' initial Chief Financial Officer.
IDS will contribute to JDS all of IDS' interest in a software license agreement
between IDS and the County of Oakland, Michigan Constitutional Corporation,
including the exclusive worldwide rights to copy, modify, market, distribute,
and sublicense the software developed pursuant to the software license agreement
(the "OakVideo Software"). Simtrol will contribute to JDS a non-exclusive,
worldwide, royalty-free license to integrate, copy, modify, market, distribute
and sublicense Simtrol's ONGOER and OnGuard software for use with and into the
OakVideo Software, and Simtrol will transfer to JDS any and all exclusive
worldwide rights to copy, modify, market, distribute, and sublicense certain
digital court recording software under development by Simtrol. JDS will
initially launch a judicial arraignment solution based on the integration of
Simtrol's products with the OakVideo Software.
A copy of the press release announcing the establishment of the joint venture is
included as Exhibit 99.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
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(c) Exhibits.
Exhibit 99.1 Press Release dated February 15, 2006
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
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Stephen N. Samp
Chief Financial Officer
Dated: February 22, 2006