Unassociated Document
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)
|
March
16, 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):
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))
Explanatory
Note
On
March
21, 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 a private placement of the Company’s securities. The
Company is filing this Current Report on Form 8-K/A to amend Item 3.02 to
provide additional specification regarding the shares issued.
Item
3.02 Unregistered
Sales of Equity Securities.
On
March
16, 2007, Simtrol, Inc. (the "Company") completed the sale of $3,525,000 of
securities in a private placement of 4,700 units (at $750 per unit) consisting
of one share of Series B Convertible Preferred Stock and one warrant to purchase
2,000 shares of our common stock at an exercise price of $0.375 per share.
Each
share of Series B Convertible Preferred Stock has a conversion price of $0.375
per share (1 Series B Convertible Preferred share equals 2,000 shares of common
stock). The warrants have three-year terms. The Company intends to file a resale
registration statement on Form SB-2 to register the common stock underlying
the
Series B Convertible Preferred Stock and the warrants in the private
placement.
Three
noteholders, including one member of the Board of Directors, exchanged all
outstanding interest and principal (totaling $710,210) of their notes payable
in
to the private placement. In conjunction with the exchange, the Company issued
the holders warrants to purchase 710,210 shares of the Company’s common stock at
exercise prices of $0.375 per share. The warrants have five-year terms.
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 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.
On
March
16, 2007 one holder of Company’s Series A Preferred Stock elected to convert
8,000 shares of Series A Preferred Stock to common stock pursuant to the
conversion terms of the Company’s Series A Preferred stock. The Company issued
32,000 shares of restricted common stock on that date in exchange for their
Series A Preferred Stock.
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:
March 22, 2007