SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
01/23/04
Date of Report (Date of earliest
event reported):
Simtrol, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-10927 84-1104448
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification Number)
2200 Norcross Parkway 30071
Norcross, Georgia (Zip Code)
(Address of principal executive
offices)
Registrant's telephone number, including area code: (770) 242-7566
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On January 23, 2004, Simtrol, Inc., completed the sale of 1,409,269 of
restricted common shares for aggregate gross proceeds of $262,500, in a private
placement of its stock to a limited number of accredited investors, including
two Board members. The share prices ranged from $0.152 to $0.358 per share and
were based on the average of the preceding five days closing prices prior to the
purchases. At the time of the closing, warrants to purchase 1,409,269 shares of
restricted common stock were granted to the same accredited investors, with
exercise prices of $0.20 per share. Offering costs were de minimis. The proceeds
of the offering were used to fund operational and overhead expenses of the
company from the period August 8, 2003 through January 23, 2004.
This report does not constitute an offer to sell or a solicitation of an offer
to buy the common stock. The offering of the common stock has not been
registered under the Securities Act of 1933, as amended, or applicable state
securities laws. The common
stock may not be offered or sold in the United States or to U.S. persons except
pursuant to exemptions from the registration requirements of such laws.
Certain statements contained herein are "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995, such as
statements relating to projected financial results and plans for future sales
and business development activities, and are thus prospective. Such
forward-looking statements are subject to risks, uncertainties and other
factors, which could cause actual results to differ materially from future
results expressed or implied by such forward-looking statements. The words
"may," "would," "could," "believe," "intend," "expect," "estimates,"
"anticipates," "intend," and similar expressions and variations thereof are
intended to identify forward-looking statements. Potential risks and
uncertainties include, but are not limited to, substantial doubt about our
ability to continue as a going concern due to our cash flow and inability to
finance our operations, current economic conditions, competition, the market
acceptance of ONGOER as an alternative to hardware-based control systems, and
other uncertainties detailed from time to time in the Company's Securities and
Exchange Commission filings, including our Annual Report on Form 10-K and our
quarterly reports on Form 10-Q
Date: January 26, 2004
Simtrol, Inc.
By: /s/ Richard W. Egan
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Richard W. Egan
President and Chief Executive Officer