UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-KSB/A
Amendment No. 1
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[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2005
OR
[ ] TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File No. 1-10927
SIMTROL, INC.
(Name of Small Business Issuer in its charter)
Delaware 58-2028246
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
2200 Norcross Parkway Suite 255, Norcross, Georgia 30071
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (770) 242-7566
Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value per share
Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. [ ]
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 [ ]
Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B contained in this form, and no disclosure will 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. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
The registrant's revenues for the fiscal year ended December 31, 2005 were
$124,646.
The aggregate market value of the shares of common stock held by non-affiliates
of the registrant was approximately $1,858,957, based on the closing price of
the registrant's common stock as quoted on the Over The Counter Bulletin Board
on April 24, 2006. 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
24, 2006: 4,032,310 shares of $.001 par value common stock.
DOCUMENTS INCORPORATED BY REFERENCE
None.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
2
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-KSB/A (this "Amendment") amends Simtrol, Inc.'s
("Simtrol") Annual Report on Form 10-KSB for the fiscal year ended December 31,
2005, originally filed on March 31, 2006 (the "Original Filing"). Simtrol is
filing this Amendment to include the information required by Part III contained
in the Original Filing as Simtrol will not file its definitive proxy statement
within 120 days of the end of Simtrol's fiscal year ended December 31, 2005. In
addition, in connection with the filing of this Amendment and pursuant to the
rules of the Securities and Exchange Commission, Simtrol is including with this
Amendment certain currently dated certifications. Accordingly, Item 13 of Part
III has also been amended to reflect the filing of these currently dated
certifications.
Except as described above, no other changes have been made to the Original
Filing. This Amendment continues to speak as of the date of the Original Filing,
and Simtrol has not updated the disclosures contained therein to reflect any
events which occurred at a date subsequent to the Original Filing.
3
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act
Board Composition
The Company's by-laws provide that the Board of Directors shall consist of
not less than three nor more than seven members, the precise number to be
determined from time to time by the Board of Directors. The Board of Directors
has set the number of directors at seven, each serving until the next annual
meeting held by the Company. The Board presently consists of Larry M. Carr,
Dallas S. Clement, Richard W. Egan, Julia B. North, Edward S. Redstone, Adam D.
Senter, and Thomas J. Stallings. 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 62, 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 offices and assists in the
administration and management of several other offices through an entity known
as Nursecore Management Services, Inc. Mr. Carr was Chairman of the Board of
Northwest National Bank, located in Arlington, Texas, and is 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.
Dallas S. Clement, age 41, 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.
Richard W. Egan, age 40, 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.
Julia B. North, age 58, 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 and is now retired. Ms. North is a director of
WinnDixie Stores, Inc., a food retailer, Acuity Brands, Inc., a maker of
lighting equipment and specialty products, and Community Health Systems, Inc.,
which is a provider of general hospital healthcare services in non-urban areas
of the United States.
Edward S. Redstone, age 77, 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, a
bankholding company based in Chelmsford, Massachusetts.
Adam D. Senter, age 49, has served as a director of Simtrol since January
2005. Mr. Senter had a varied and successful nineteen-year career with IBM from
1981-2000. He served as the Executive Vice President and Group President at
Provant, Inc., a publicly traded performance improvement consulting and training
company, from 2000-2003. Mr. Senter has served as chairman of Keowee Partners,
LLC a private real estate investment and development company in South Carolina,
since 2004.
4
Thomas J. Stallings, age 59, has served as a director of Simtrol since
January 2005. Mr. Stallings is currently CEO of Internet Commerce Corporation
(NASDAQ:ICCA), a provider of internet-based e-commerce solutions, which he
joined in 2003. Mr. Stallings began his twenty-three year career at the IBM
Corporation in sales. He progressed through positions of increasing
responsibility. For the last four years of his tenure ending in 1995, 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.
Meetings of the Board of Directors
During 2005, the Board of Directors met eleven times. Each director, with the
exception of Mr. Redstone, attended at least 75% or more of the aggregate number
of meetings held by the Board of Directors and any committees on which such
director served.
Committees of the Board of Directors
The Company's Board of Directors has 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,
Adam D. Senter, and Dallas S. Clement. The Audit Committee met four times during
2005. 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 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
did not meet during 2005. 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. The members of the Board of Directors have served as directors of the
Company for between one 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. Shareholders wishing to suggest candidate(s) for
consideration at the next Annual Meeting should submit their proposals to the
Secretary of the Company at 2200 Norcross Parkway Suite 255, Norcross, GA 30071
and include the candidate's full legal name and complete list of professional
qualifications.
No Family Relationships Among Directors and Officers
There are no family relationships between any director or executive officer of
the Company and any other director or executive officer of the Company.
5
Code of Ethics
The Company intends to adopt a Code Of Ethics for its executive officers at the
next Board Meeting of the Company in May 2006 and will distribute the Code of
Ethics via the Company's website at www.simtrol.com.
EXECUTIVE OFFICERS
Executive officers are appointed by, and hold office at the pleasure of, the
Board of Directors. The executive officers of the Company are as follows:
Name Position Held
Richard W. Egan President and Chief Executive Officer
Stephen N. Samp Chief Financial Officer and Secretary
Richard W. Egan, age 40, has served as a director and Chief Executive
Officer of the Company since May 2000. Mr. Egan joined the Company in June 1995
and served as National Account Manager until July 1996 when he became 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 41, 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.
Section 16(a) Beneficial Ownership Reporting Compliance
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, 2005, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than 10% shareholders were complied with, except as follows: Julia B.
North filed one late Form 4 filing for one stock transaction.
Item 10. Executive Compensation.
Compensation of Officers
The following table provides certain summary information for 2005, 2004 and 2003
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 2005 $135,200 -- 100,000
President and CEO 2004 $135,200(1) -- 50,000
2003 $130,000(1) -- 7,500
6
Stephen N. Samp 2005 $119,600 90,000
Chief Financial 2004 $119,600(2) -- 45,000
Officer 2003 $115,000(2) -- 3,600
-----------------------
(1) Due to the business conditions of the Company, Mr. Egan deferred
$35,500 of his 2003 salary. He was paid this deferred amount during 2004.
(2) Due to the business conditions of the Company, Mr. Samp deferred
$23,861 of his 2003 salary. He was paid this deferred amount 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.
The Company also issued 32,770 shares of restricted stock valued at $26,700 to
Board Members as compensation during 2005. All amounts were recorded at the fair
value of the stock on the date of the issuances.
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. Under the terms of the 1991 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. 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, 2005, options to purchase 53,375 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 shares
reserved under the 2002 Plan to 750,000 and on November 8, 2005, the Board of
Directors approved an increase in the number of shares reserved under the
Company's 2002 Stock Option Plan to 1,250,000. 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, 2005,
options to purchase 1,022,400 shares of common stock were outstanding under the
2002 Plan.
The following table provides certain information concerning options granted
during 2005:
7
% 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 9.1% $0.90 July 20, 2016
Stephen N. Samp 45,000 8.2% $0.90 July 20, 2016
Richard W. Egan 50,000 9.1% $0.55 November 7, 2016
Stephen N. Samp 45,000 8.2% $0.55 November 7, 2016
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, 2005. No options or warrants were exercised by
either of the executive officers during 2005:
Value of Unexercised In-the-Money
Number of Unexercised Options Options and Warrants at Fiscal Year
Or Warrants at Fiscal Year End End
-------------------------------------- -------------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---------------- ---------------- ------------------ --------------- -----------------
Richard W. Egan 43,692 137,833 -- $ 5,000
Stephen N. Samp 20,200 122,400 -- $ 4,500
Item 11. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
The following table sets forth certain information as of April 24, 2006 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:
Percent of
Shares Beneficially Outstanding
Name of Beneficial Owner Owned (1) Shares
--------------------------------------- --------------------- -----------------
Larry M. Carr 716,387 (2) 16.55%
Julia B. North 49,546 (3) 1.22%
Edward S. Redstone 725,858 (4) 16.81%
Richard W. Egan 70,808 (5) 1.73%
Dallas S. Clement 104,188 (6) 2.54%
Adam D. Senter 50,731 (7) 1.25%
Thomas J. Stallings 48,598 (8) 1.19%
A. John Knapp, Jr. 352,813 (9) 8.38%
Stephen N. Samp 37,000 (10) *
Frederick G. Wedell 505,055 (11) 11.65%
Meadowbrook Opportunity Fund, LLC 250,000 (12) 9.45%
W. Cobb Hazelrig 605,055 (13) 13.80%
Glen E. Murer 369,198 (14) 8.44%
Herbert Arnold and Leslie Duke 307,263 (15) 7.10%
F&J Partnership 225,376 (16) 5.36%
Bushido Capital Master Fund, LP 261,336 (17) 6.28%
Gamma Opportunity Capital Partnership LP 261,336 (18) 6.28%
James W. Krause 266,526 (19) 6.31%
Vikash, Inc. 687,968 (20) 14.57%
All directors and executive officers 1,803,116 36.79%
as a group (8 persons)
-------------------------------
o 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 402,404 shares held directly, 47,250 shares of common
stock subject to stock options that are exercisable within 60 days,
and 250,066 shares of common stock 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 8,296 shares held directly and 41,250 options that are
exercisable within 60 days.
4. Consists of 439,295 shares held directly, 37,000 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 63,658 options that are exercisable
within 60 days.
6. Consists of 42,636 shares owned directly, 28,052 shares issuable
upon exercise of warrants, and 33,500 shares subject to stock
options that are exercisable within 60 days.
7. Consists of 10,731 shares owned directly and 40,000 shares subject
to stock options that are exercisable within 60 days.
8. Consists of 8,598 shares owned directly and 40,000 shares subject to
stock options that are exercisable within 60 days.
9. Consists of 146,913 shares owned directly, 66,068 shares of common
stock subject to presently exercisable common stock purchase
warrants, and 66,068 shares subject to conversion of certain
convertible preferred stock. Also includes 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
2205, Houston, TX 77002.
10. Consists of 37,000 shares of common stock subject to stock options
that are exercisable within 60 days.
11. Consists of 50,000 shares of common stock held directly and 50,000
shares of common stock subject to presently exercisable common stock
purchase warrants. Also includes 151,685 common shares and 253,370
shares of common stock subject to presently exercisable common stock
purchase warrants held in the name of W&H Investment, of which Mr.
Wedell is a principal.
12. Consists of 125,000 shares of common stock and 125,000 shares of
common stock subject to presently exercisable common stock purchase
warrants.
8
13. Consists of 50,000 shares of common stock held directly and 50,000
shares of common stock subject to presently exercisable common stock
purchase warrants. Also includes 151,685 and 50,000 common shares
and 253,370 and 50,000, shares of common stock 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.
14. Consists of 25,842 shares of common stock held directly, 210,020
shares of common stock subject to presently exercisable common stock
purchase warrants, and 133,336 shares subject to conversion of
certain convertible preferred stock.
15. Consists of 12,921 shares of common stock held directly, 166,342
shares of common stock subject to presently exercisable common stock
purchase warrants, and 128,000 shares subject to conversion of
certain convertible preferred stock.
16. Consists of 50,000 shares of common stock held directly, 112,688
shares of common stock subject to presently exercisable common stock
purchase warrants, and 62,688 shares subject to conversion of
certain convertible preferred stock.
17. Consists of 130,688 shares held directly and 130,688 shares of
common stock subject to presently exercisable common stock purchase
warrants.
18. Consists of 130,688 shares held directly and 130,688 shares of
common stock subject to presently exercisable common stock purchase
warrants.
19. Consists of 75,842 shares of common stock held directly, 158,684
shares of common stock subject to presently exercisable common stock
purchase warrants, and 32,000 shares subject to conversion of
certain convertible preferred stock.
20. Consists of 343,984 shares of common stock subject to presently
exercisable common stock purchase warrants and 343,984 shares
subject to conversion of certain convertible preferred stock.
The following table provides information as of December 31, 2005 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 803,375 $3.12 --
Equity compensation plans not
approved by security holders 1,005,844(1) $1.18 227,600
Total 1,809,219 $2.04 227,600
--------------------------
(1) Represents 733,444 warrants granted to Westminster Securities as placement
agent fees for convertible debt and equity offerings during 2004 and 2005 and
272,400 options granted to employees during 2005.
9
Item 12. Certain Relationships and Related Transactions.
In January 2004, Messrs. Carr and Redstone agreed to extend the due dates of
their $200,000 convertible notes originated in 2001 to December 31, 2004 and the
debt holders agreed to convert all principal and interest to common stock at the
close of a private placement of equity securities. Additionally, the Company
agreed to issue the debt holders warrants to purchase two shares of stock for
each share of stock created by conversion of the 2001 Debt, contingent upon the
conversion of the principal note and interest to common stock. All the principal
and interest of the 2001 Debt converted to 192,283 shares of common stock on
September 30, 2004. The Debt holders were granted warrants to purchase 384,566
shares of stock on the conversion date of the Debt at an exercise price of $2.00
per share.
On February 4, 2004, the Company completed the sale of convertible notes with a
principal balance of $575,000 ("2004 Debt"), in a private placement to a limited
number of accredited investors, including Mr. Dallas Clement, who purchased
$15,000. The proceeds of the offering were used to fund current operational and
overhead expenses. The interest rate of the notes was 10% and the conversion
price of the notes is $2.00 per share for all principal and accrued interest.
The due date of the notes was August 4, 2004 and the notes were convertible to
shares of common stock at any time before that date. On June 15, 2004, Mr.
Clement converted all the note principal and interest to 7,776 shares of common
stock.
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 Company's Registration Statement on Form SB-2 (File No.
333-128420) filed with the Securities and Exchange Commission on September 19,
2005, (referred to as "2005 SB-2"), (ii) 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. 2"), (iii) 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. 3"), (iv) the Company's Registration Statement Form S-1 (File No.
33-85754) (referred to as "S-1"); (v) the Company's Annual Report on Form 10-K
for the year ended December 31, 1993 (referred to as "1993 10-K"); (vi) the
Company's Annual Report on Form 10-K for the year ended December 31, 1994
(referred to as "1994 10-K"); (vii) 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"),
(viii) the Company's Form S-8 Registration Statement (File No. 333-18239),
(referred to as "Warrant Plan S-8"), (ix) the Company's Form S-8 Registration
Statement (File No. 333-18237), (referred to as "Option Plan S-8"), (x) the
Company's Registration Statement on Form S-3 amended January 31, 1999 ("1999
S-3"), and (xi) the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2001 (referred to as "2001 10-Q").
Exhibit No. Description of Exhibit (SEC Commission File number 001-10927)
----------- -------------------------------------------------------------
*3.1 Certificate of Incorporation of the Company, as amended (2005
SB-2, Exhibit 3.1)
*3.2 Amended Bylaws of the Company as presently in use (S-18 No. 2,
Exhibit 3.2)
4.1 The Certificate of Incorporation of the Company, as amended
(filed herewith as Exhibit 3.1)
4.2 The Amended Bylaws of the Company as presently in use (filed
herewith as Exhibit 3.2)
*10.3 1991 Stock Option Plan (S-18 No. 3, Exhibit 10.1(a))
*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
*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,
Exhibit 10.3.5)
*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, Exhibit 10.2)
*10.8 ACIS Technology License Agreement between ACIS, Inc. and the
Company dated September 27, 2001 (2001 10-Q, Exhibit 10.1)
21.1 Subsidiaries of the Company (filed with original Form 10-KSB)
23.1 Consent of Marcum & Kliegman LLP (filed with original Form
10-KSB)
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
99.1 Independent Registered Public Accounting Firm's Report and
Financial Statements (filed with original Form 10-KSB)
* Previously filed
ITEM 14. PRINCIPAL ACCOUNTANTS FEES AND SERVICES
The Company has engaged Marcum & Kliegman LLP as the Company's independent
accountants to review and audit the Company's financial statements for the
fiscal year ending December 31, 2006.
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, 2005 and the review of the financial statements
included in the Company's Forms 10-QSB for 2005 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,
2004 and the review of the financial statements included in the Company's Forms
10-QSB for 2004 was $62,500.
Audit-Related Fees. There were no fees charged during 2005 and 2004 for
audit-related services.
11
Tax Fees. No tax compliance, tax advice, or tax planning services were provided
to the Company by Marcum & Kliegman LLP during 2005 or 2004.
All Other Fees. During 2005, Marcum & Kliegman LLP billed the Company $12,500
for services performed in conjunction with the SEC Form SB-2 filed by the
company in September 2005. 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 2004.
All fees paid to Marcum & Kliegman LLP were, and will continue to be,
pre-approved by the Audit Committee.
12
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: May 1, 2006 Richard W. Egan, Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, the
following persons in the following capacities have signed this report below on
the dates indicated.
Signature Title Date
---------------------------- ---------------------------- ----------------------------
/s/ Larry M. Carr Chairman of the Board May 1, 2006
----------------------------
Larry M. Carr
/s/ Richard W. Egan Chief Executive Officer May 1, 2006
----------------------------
Richard W. Egan
/s/ Stephen N. Samp Chief Financial Officer May 1, 2006
----------------------------
Stephen N. Samp (Principal Financial and
Accounting Officer)
/s/ Dallas S. Clement Director May 1, 2006
----------------------------
Dallas S. Clement
/s/ Julia B. North Director May 1, 2006
----------------------------
Julia B. North
/s/ Edward S. Redstone Director May 1, 2006
----------------------------
Edward S. Redstone
/s/ Adam D. Senter Director May 1, 2006
----------------------------
Adam D. Senter