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
02/04/04
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
Norcross, Georgia 30071
(Address of principal executive offices) (Zip Code)
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 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On February 4, 2004, the Registrant engaged Marcum & Kliegman LLP as the
Registrant's principal independent accountants to audit its consolidated
financial statements. As disclosed in the Registrant's Current Report on Form
8-K filed January 26, 2004, on January 16,2004, Grant Thornton LLP, an
independent accountant who served as the Registrant's principal accountant to
audit the Registrant's consolidated financial statements, resigned from its
engagement with the Registrant.
Simtrol's board of directors approved the engagement of Marcum & Kliegman LLP as
the new independent auditors. Marcum & Kliegman is located at 655 Third Avenue,
16th Floor, New York, New York 10017.
The Registrant has not consulted with Marcum & Kliegman LLP during its two
most recent fiscal years nor during any subsequent interim period prior to its
appointment as auditor for the fiscal year 2003 audit regarding either (i) the
application of accounting principles to a specified transaction either completed
or proposed, (ii) the type of audit opinion that might be rendered on the
Registrant's consolidated financial statements, or (iii) any matter that was
either the subject of a disagreement or a reportable event.
Item 5. Other Events
On February 4, 2004, Simtrol, Inc., completed the sale of Convertible Notes with
principal balance of $575,000, in a private placement to a limited number of
accredited investors, including one Board member. The interest rate of the notes
is 10% and the conversion price of the Notes is $0.20 per share for all
principal and accrued interest. The due date of the notes is August 4, 2004 and
the notes are convertible to restricted common stock at any time before that
date.
The Company also issued warrants to the Noteholders to purchase an aggregate of
2,875,000 shares of restricted common stock. Each warrant enables the holder to
purchase the same number of shares as the holder would receive upon conversion
of the Convertible Note. In addition, Noteholders received warrants to purchase
an aggregate of 5,750,000 shares of stock. Each warrant entitles the holder to
purchase two shares of common stock for each share the holder would receive upon
conversion of the Convertible Note, but the warrants may only be exercised in
the event a holder actually elects to convert the Convertible Note into the
Registrant's common stock. The exercise price of the warrants is $0.20 per share
of common stock.
Offering costs totaled approximately $96,000. The proceeds of the offering will
be used to fund current operational and overhead expenses of the company.
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
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.
Date: February 9, 2004
Simtrol, Inc.
By: /s/ Richard W. Egan
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Richard W. Egan
President and Chief Executive Officer