UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported)
|
January
30, 2007
|
|
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):
[
] 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))
Explanatory
Note
On
February 5, 2007, Simtrol, Inc., a Delaware corporation (the "Company"), filed
a
Current Report on Form 8-K to report, among other matters, unregistered sales
of
equity securities pursuant to an advisory services agreement and a modification
of the rights of the holders of the Company's Series A Convertible Preferred
Stock. The Company is filing this Current Report on Form 8-K/A to amend Items
1.01 and 3.03 to provide specification regarding the shares issued.
Additionally, the Company is adding Item 5.03, which was inadvertently omitted
from the original Current Report on Form 8-K.
Item
1.01 Entry
into a Material Definitive Agreement.
On
February 1, 2007, the Company signed an advisory services agreement (the
"Agreement") with Triton Business Development Services, an Atlanta-based
provider of critical business planning, resource and development
services.
As
a part
of the Agreement, Triton will provide the Company with financial and strategic
planning services that include capital formation, structure and funding
strategies, investor relations consultation, human resources assessment and
development, and an organizational review of the Company’s processes, practices,
and procedures. The term of the Agreement is 24 months.
Triton’s
compensation will consist of cash and restricted shares of the Company's common
stock over the term of the Agreement. A monthly cash retainer of $10,000 will
be
paid by the Company. Additionally, 640,000 restricted shares of the Company's
common stock will be deposited to a restricted account. The 640,000 restricted
shares of the Company's common stock will be earned monthly over the 24-month
term of the Agreement at 26,667 restricted shares per month.
The
information set forth under Items 2.03 and 3.03 is incorporated herein by
reference in its entirety.
Item
2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
On
February 1 and 2, 2007, two individuals, including one member of the Board
of
Directors of the Company, loaned the Company a total of $62,500. The funds
were
utilized for working capital purposes of the Company. The loans are due on
demand and have due dates of March 3 and March 4, 2007, respectively. Interest
is payable at a rate of 12 percent per annum on the date of repayment. The
loans
are uncollateralized.
Item
3.02 Unregistered
Sales of Equity Securities.
The
information set forth under Items 1.01 and 3.03 is incorporated herein by
reference in its entirety.
The
offer
and sale of the shares issued in connection with the Agreement were exempt
from
the registration requirements of the Securities Act of 1933, as amended (the
"Act"), pursuant to Rule 506 and Section 4(2) of the Act. In connection with
the
sales, the Company did not conduct any general solicitation or advertising,
and
the Company complied with the requirements of Regulation D relating to the
restrictions on the transferability of the shares issued.
Item
3.03 Material
Modification to Rights of Security Holders.
On
January 30, 2007, the Company received a notice of effectiveness from the State
of Delaware regarding the attached Certificate of Amendment of Certificate
of
Incorporation of the Company (the "Amendment") which modified the rights of
the
holders of the Company's Series A Convertible Preferred Stock. The Amendment
provides for, among other things: (i) each holder of the Company's Series A
Convertible Preferred Stock to receive one additional share of Series A
Convertible Preferred Stock for each share owned; (ii) the addition of an 8%
face value noncumulative coupon, payable semi-annually in cash or common stock
of the Company; (iii) pre-emptive rights for holders of the Company's Series
A
Convertible Preferred Stock; (iv) the addition of a redemption feature whereby
the Series A Convertible Preferred Stock is callable at $3.75 per share at
the
option of the Company; (v) the addition of a mandatory conversion feature
whereby the Series A Convertible Preferred Stock is automatically converted
to
common stock of the Company in the event that the bid price of the Company's
common stock closes at or above $1.00 for 20 consecutive trading days and the
average daily trading volume of the Company's common stock is equal to or
greater than $150,000; and (vi) the amendment of the provision requiring
unanimous approval for an increase in the number of shares designated as Series
A Convertible Preferred Stock to require a majority approval for an increase
in
the number of shares designated as Series A Convertible Preferred
Stock.
On
January 31, 2007, in accordance with the Amendment, the Company issued 384,666
shares of Series A Convertible Preferred Stock to the existing holders of the
Company's Series A Convertible Preferred Stock. Each holder of the Company's
Series A Convertible Preferred Stock also received a warrant to purchase two
shares of the Company's common stock for each share of Series A Convertible
Preferred Stock issued on January 31, 2007.
The
above
description of the Amendment does not purport to be complete and is qualified
in
its entirety by reference to the Amendment, attached as Exhibit 3.1
hereto.
Item
5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The
information set forth under Item 3.03 is incorporated herein by reference in
its
entirety.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits.
3.1 Certificate
of Amendment to Certificate of Incorporation of Simtrol, Inc.
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:
February 7, 2007