SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934


Date of Report (Date of earliest event reported)
September 26, 2008
 
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.)
 
520 Guthridge Court #250, Norcross, Georgia
30092
(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))
 
 
 
 

Item 3.02.     Unregistered Sales of Equity Securities.

As previously disclosed, in order to raise additional capital to support our operations, we are currently conducting a private placement of a minimum of $2,500,500 and a maximum of $5,500,500 of units consisting of Series C Convertible Preferred Stock of the Company (“Series C Stock”) and warrants to purchase shares of Common Stock of the Company (“Common Stock”) for the price of $750 per unit. Each unit consists of one share of Series C Stock with a stated value of $750 and warrants to purchase 2,000 shares of Common Stock at an exercise price of $0.375 per share. Each share of Series C Stock is convertible into shares of Common Stock at a conversion price of $0.375 (resulting in each share being convertible into 2,000 shares of Common Stock).

On September 26, 2008, we completed the sale of $1,433,750 of units in this private placement to 14 accredited investors. Net proceeds to the Company were approximately $1,381,000 (offering costs were approximately $53,000). We plan to conduct additional closings in the event we receive additional subscriptions to purchase units in the private placement.

Gilford Securities Corporation is acting as our placement agent in the offering, and received a cash fee equal to $39,612 in the closing and will receive warrants to purchase 29 units as a result of the closing.

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 will not conduct any general solicitation or advertising, and we will comply with the requirements of Regulation D relating to the restrictions on the transferability of the shares issued.

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: October 2, 2008
 
 
 
 


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