UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
Amendment
No. 1
[Mark
One]
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x
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ANNUAL REPORT UNDER SECTION 13
OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
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For
the fiscal year ended December 31, 2009
OR
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¨
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TRANSITION REPORT UNDER SECTION
13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
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For
the transition period from ____________ to ____________
Commission
File Number: 001-10927
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Simtrol,
Inc.
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(Name
of small business issuer in its
charter)
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Delaware
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58-2028246
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer
Identification
No.)
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520
Guthridge Court, Suite 250, Norcross, Georgia 30092
(Address
of principal executive offices) (Zip Code)
Issuer’s
telephone number: (770) 242-7566
Securities
registered pursuant to section 12(b) of the Exchange Act:
None
Securities
registered pursuant to section 12(g) of the Exchange Act:
Common
Stock, $.001 par value per share
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
Yes
¨
No
x
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes
¨
No
x
Indicate by check mark
whether the registrant
(1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes
x
No
¨
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes
¨
No
x
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.
¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
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Large
accelerated filer
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Accelerated
filer
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Non-accelerated
filer (Do not check if a smaller reporting company)
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Smaller
reporting company
x
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes
¨
No
x
The
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, on June 30,
2009 as reported on the Over the Counter Bulletin Board was approximately
$3,364,369.
As of
April 26, 2010, there were 13,807,553 shares of common stock, par value of
$0.001 per share, outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE
None.
EXPLANATORY
NOTE
This
Amendment No. 1 on Form 10-K/A (this “Amendment”) amends Simtrol, Inc.’s
(“Simtrol”) Annual Report on Form 10-K for the fiscal year ended December 31,
2009, originally filed on March 26, 2010 (the “Original
Filing”). Simtrol is filing this Amendment to include the information
required by Part III contained in the Original Filing as Simtrol will not file
its definitive proxy statement within 120 days of the end of Simtrol’s fiscal
year ended December 31, 2009. In addition, in connection with the
filing of this Amendment and pursuant to the rules of the Securities and
Exchange Commission, Simtrol is including with this Amendment certain currently
dated certifications. Accordingly, Item 13 of Part III has also been
amended to reflect the filing of these currently dated
certifications.
Except as
described above, no other changes have been made to the Original
Filing. This Amendment continues to speak as of the date of the
Original Filing, and Simtrol has not updated the disclosures contained therein
to reflect any events which occurred at a date subsequent to the Original
Filing.
PART
III
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANACE
Board
Composition
The
Company’s by-laws provide that the Board of Directors shall consist of not less
than three nor more than seven members, the precise number to be determined from
time to time by the Board of Directors. The Board of Directors has
set the number of directors at three, each serving until the next annual meeting
held by the Company. The Board presently consists of Dallas S.
Clement, Oliver M. Cooper, and Lee D. Wilder. Biographical information regarding
these directors:
Dallas S. Clement
, age 45, has
served as a director since April 2001 and became chairman in June
2007. Mr. Clement has served as Senior Vice President, Strategy and
Development for Cox Communications, Inc. (“Cox”) since August 2000. Prior to
that, he served as Vice President and Treasurer of Cox from January 1999 to July
2000.
Oliver M. Cooper
, age 53, has
served as President and Chief Executive Officer since May 2008 and as a director
since July 2008. From February 2006 to May 2008, Mr. Cooper served as a Partner
at Triton Value Partners, an Atlanta-based business advisory and private equity
firm. From 2003 to 2006, he served as President and CEO of MARC
Global Holdings, Inc., a provider of complete solutions for supply chain
execution in complex distribution environments. Under Cooper’s leadership, the
company was successfully sold to Red Prairie, Inc.
Lee D. Wilder
, age 58, has
served as a director since February 2008. Ms. Wilder has been a private
financial consultant since 2000. From 1983 to 2000, she was an equity research
analyst and officer for The Robinson-Humphrey Company, Wachovia Securities, and
J. C. Bradford & Co. Ms. Wilder is a Chartered Financial Analyst and is a
graduate of Duke University and Georgia State University, where she received her
MBA.
Meetings
of the Board of Directors
During
2009, the Board of Directors met six times. Each current director
attended at least 75% or more of the aggregate number of meetings held by the
Board of Directors and any committees on which such director
served.
Committees
of the Board of Directors
The
Company’s Board of Directors has a standing Audit Committee. The Board of
Directors does not have a standing Nominating or Compensation committee, such
functions being reserved to the full Board of Directors due to the size of the
Company.
Audit
Committee.
The Audit Committee is currently composed of Lee D.
Wilder and Dallas S. Clement. The Audit Committee met four times
during 2009. The Audit Committee’s principal functions are to
recommend to the Company the appointment of independent auditors for the
Company, review and approve the annual report of the independent auditors,
approve the annual financial statements, and review and approve summary reports
of the auditors’ findings and recommendations. The Audit Committee
reviews and pre-approves all audit and non-audit services performed by the
Company’s auditing accountants, or other accounting firms, other than as may be
allowed by applicable law. The Board of Directors has determined that
Dallas S. Clement is an “audit committee financial expert,” as defined in SEC
rules.
The
Company does not have a Nominating Committee. The Director selection
and review are conducted by the entire Board of Directors. The
Company believes that this is adequate based on the size and make-up of the
current Board of Directors. The members of the Board of Directors
have served as directors of the Company for between one and eight
years. The Company believes that this group of longstanding directors
is capable of evaluating the performance of the current Board and the
qualifications of proposed director nominees, and of determining the need for
additional directors. The Board of Directors does not have a written
charter or formal process governing the nominating process. The Board
of Directors will consider director nominees recommended by
shareholders. Generally, candidates should be highly qualified by
business, professional or comparable experience, affirmatively desirous of
serving on the Board, and able to represent the interests of all shareholders
and not merely those of any special interest group. Shareholders
wishing to suggest candidate(s) for consideration at the next Annual Meeting
should submit their proposals to the Secretary of the Company at 520 Guthridge
Court, Suite 250, Norcross, GA 30092 and include the candidate’s full legal name
and complete list of professional qualifications.
No
Family Relationships Among Directors and Officers
There are
no family relationships between any director or executive officer of the Company
and any other director or executive officer of the Company.
Code
of Ethics
The
Company adopted a code of ethics for its executive officers in May 2006 and the
code of ethics is available on the Company’s website at
www.simtrol.com.
EXECUTIVE
OFFICERS
Executive
officers are appointed by, and hold office at the pleasure of, the Board of
Directors. The executive officers of the Company are as
follows:
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Name
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Position Held
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Oliver
M. Cooper
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President
and Chief Executive Officer
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Stephen
N. Samp
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Chief
Financial Officer and
Secretary
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Oliver M. Cooper
, age 53, has
served as President and Chief Executive Officer since May 2008 and as a director
since July 2008. From February 2006 to May 2008, Mr. Cooper served as a Partner
at Triton Value Partners, an Atlanta-based business advisory and private equity
firm. From 2003 to 2006, he served as President and CEO of MARC
Global Holdings, Inc., a provider of complete solutions for supply chain
execution in complex distribution environments. Under Cooper’s leadership, the
company was successfully sold to Red Prairie, Inc. From 1999 to 2002, Mr. Cooper
also served as President and Chief Operating Officer of Neovest Inc., a provider
of software solutions to financial services firms. Mr. Cooper served
as Chief Operating Officer for Manhattan Associates, Inc. (NASDAQ: MANH) from
1997 to 1999.
Stephen N. Samp
, age 45,
joined the Company in April 2002 as Chief Financial Officer and
Secretary. From February 2001 until March 2002 he served as an
independent financial consultant. From March 1998 to February 2001 he
served as Vice President, Chief Financial Officer and Secretary of eOn
Communications (NASDAQ:EONC), a provider of unified voice, e-mail, and Web-based
communications systems and software.
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Securities Exchange Act of 1934 requires the Company’s directors,
executive officers and persons who own more than 10% of the outstanding common
stock of the Company to file with the Securities and Exchange Commission reports
of changes in ownership of the common stock of the Company held by such
persons. Officers, directors and greater than 10% shareholders are
also required to furnish the Company with copies of all forms they file under
this regulation. To the Company’s knowledge, based solely on a review
of the copies of such reports furnished to the Company and representations that
no other reports were required, during the year ended December 31, 2009, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than 10% shareholders were complied with.
ITEM
11. EXECUTIVE COMPENSATION
Compensation
Discussion and Analysis
Our
Executive Compensation program is designed to attract, motivate and retain
qualified executives, reward outstanding performance and results and align
management’s incentives with the interests of our stockholders. We believe that
our executive officers should be motivated by the Company’s performance as well
as their individual performance.
To
accomplish these objectives, our executive compensation program includes two
underlying components: base salary and long-term equity-based incentives. The
following sections describe the process of setting executive compensation, the
compensation elements, how these elements are determined, why we choose to pay
each element and how each element relates to the Company’s overall compensation
philosophy.
Compensation
of Officers
Our
executive officers do not have written or unwritten employment agreements and
serve at the will of the board of directors. Neither executive
officer had a written or unwritten bonus plan during 2008. The board
of directors sets the salary of executive officers based on review of market
levels for executives in similar positions externally as well as based on their
previous performance for the Company.
Mr.
Cooper’s annual base salary was $156,000 at the beginning of 2009 and in June
and August 2009, respectively, his salary was reduced 10% and 44% to help reduce
cash used from operations, resulting in his receiving a base salary in the
amount of $126,600 as compensation for his services as the Chief Executive
Officer of the Company during 2009. Mr. Samp annual base salary at
the beginning of 2009 was $130,603 and in June and August 2009, respectively,
his salary was also reduced 10% and 44% to help reduce cash used from
operations, resulting in his receiving a base salary in the amount of $105,881
as compensation for his services as the Chief Financial Officer of the Company
during 2009. Neither Messrs. Cooper nor Samp were granted any options
to purchase company stock during 2009. The board of directors
considers stock options to be a vital portion of an executive officer’s
compensation and annually reviews and approves grants to executive officers upon
review by the independent directors of the board.
The
following table provides certain summary information for 2009 concerning
compensation paid or accrued by us to or on behalf of our executive
officers:
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SUMMARY COMPENSATION TABLE
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Name and principal position
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Year
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Salary ($)
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Bonus ($)
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Option Awards ($)
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Total ($)
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Oliver
Cooper, President and Chief Executive Officer (1)
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2009
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$
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126,600
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—
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$
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187,885
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$
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314,485
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2008
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$
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96,000
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—
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$
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100,069
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$
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196,069
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Richard
Egan – Former President and Chief Executive Officer (1)(2)
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2008
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$
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104,523
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—
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$
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104,591
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$
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209,114
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2007
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$
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148,454
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—
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$
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61,557
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(3)
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$
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210,011
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Stephen
Samp – Chief Financial Officer
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2009
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$
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105,881
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—
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$
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24,736
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$
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130,617
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2008
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$
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129,250
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$
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1,198
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$
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29,563
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$
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160,011
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2007
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$
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125,580
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$
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1,265
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$
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28,862
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(3)
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$
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155,707
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(1)
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Mr.
Cooper was hired as the Chief Executive Officer of Simtrol on May 12,
2008. Mr. Egan was the Company’s Chief Executive Officer until
May 9, 2008. Mr. Cooper’s annual salary is currently $78,000
after reducing his salary in August 2009 in order to reduce cash used from
operations for the Company.
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(2)
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Amount
includes $4,200 in accrued and unused vacation and $48,400 in separation
payments made to Mr. Egan pursuant to his termination agreement with the
Company, found on Form 8-K filed with the Commission on June 19,
2008.
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(3)
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The
Company implemented FAS 123R in the first quarter of 2006. The statement
requires companies to expense the value of employee stock options and
similar awards. Under FAS 123R, share-based payment awards result in a
cost that will be measured at fair value on the awards’ grant date based
on the estimated number of awards that are expected to
vest. The Company uses historical data to estimate option
exercises and employee terminations within the valuation model and
historical stock prices to estimate
volatility.
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OUTSTANDING EQUITY AWARDS AT 2009 FISCAL YEAR-END
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OPTION AWARDS
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Name
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Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
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Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
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Equity Incentive Plan
Awards: Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
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Option
Exercise
Price
($)
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Option
Expiration
Date
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Oliver Cooper
|
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375,000
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375,000
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(1)
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$
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0.375
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6/19/2018
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375,000
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375,000
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(1)
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$
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0.75
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6/19/2018
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250,000
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250,000
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(1)
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$
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1.25
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6/19/2018
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Richard
Egan
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50,000
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$
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0.90
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5/01/2010
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50,000
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$
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0.55
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5/01/2010
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11,250
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$
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0.48
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5/01/2010
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264,000
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136,000
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(2)
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$
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0.375
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5/01/2010
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132,000
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$
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0.80
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5/01/2010
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37,500
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$
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0.53
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5/01/2010
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Stephen
Samp
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3,000
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$
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4.80
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5/5/2012
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1,000
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$
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2.00
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7/24/2012
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3,600
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$
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2.40
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6/5/2013
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45,000
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$
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2.00
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6/20/2014
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45,000
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$
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0.90
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7/20/2015
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45,000
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$
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0.55
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11/7/2015
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11,250
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3,750
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(3)
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$
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0.48
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8/23/2016
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24,750
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12,750
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(4)
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$
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0.375
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1/30/2017
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13,200
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6,800
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(5)
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$
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0.80
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12/10/2017
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25,500
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$
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0.53
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04/11/2018
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24,750
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50,250
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(6)
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$
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0.27
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11/11/2018
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(1)
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Vesting
monthly over three-year period.
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(2)
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Vesting
date of January 31, 2010.
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(3)
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Vesting
date of August 31, 2010.
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(4)
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Vesting
date of January 31, 2010.
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(5)
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Vesting
date of December 11, 2010.
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(6)
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Vesting
dates of November 11, 2010 (24,750) and November 11, 2011
(25,500).
|
Director
Compensation
We do not
presently provide any cash compensation to directors for their services as
directors. Each non-employee director is reimbursed for travel and
other expenses incurred in connection with the performance of his or her duties.
The board of directors has authorized us to pay fees to the non-employee members
of our board of directors for their attendance at board and committee meetings,
as follows: (i) $1,000 for each board meeting attended in person, (ii) $500 for
each board meeting attended by telephone conference, and (iii) $200 for each
committee meeting attended in person or by telephone
conference. These fees are paid as of the last day of each fiscal
quarter, in shares of our common stock, with such shares valued based on the
most recent closing trading price of our common stock on the Over-the-Counter
Bulletin Board as of the last day of each fiscal quarter.
Additionally,
all new non-employee directors receive a one-time grant of an option to purchase
5,000 shares of our common stock at an exercise price equal to the fair market
value of the stock on the date of the grant. The options expire,
unless previously exercised or terminated, five years from the date of the
grant.
|
DIRECTOR COMPENSATION DURING 2009
|
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Name
|
|
Stock Awards ($)
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Option Awards ($)
|
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|
Total ($)
|
|
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Dallas
Clement
|
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$
|
3,900
|
|
|
$
|
—
|
|
|
$
|
3,900
|
|
|
Lee
D. Wilder
|
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$
|
4,100
|
|
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$
|
—
|
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$
|
4,100
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Stock
Option Plans
1991 Stock Option
Plan.
The 1991 Stock Option Plan as amended by our
stockholders, provides for the grant of options to purchase up to an aggregate
of 366,206 shares of our common stock. Under the terms of the 1991
Plan, the stock option committee of the board of directors may grant options to
purchase shares of common stock to our officers, directors and employees and to
those of our subsidiaries. The right to grant additional options
under this plan expired in August 2001. Therefore, no additional
grants of options will be made under this plan. At December 31, 2009,
options to purchase 6,750 shares of common stock were outstanding under the 1991
Plan.
2002 Equity Incentive
Plan.
In June 2002 our shareholders approved the adoption of
the 2002 Equity Incentive Plan for the Company’s and its wholly owned
subsidiaries’ officers, directors, employees, and consultants. The 2002 Plan
originally provided for the grant of options to purchase up to an aggregate of
250,000 shares of our common stock. On April 22, 2004, shareholders
approved an increase in the number of shares reserved under the 2002 Plan to
750,000. On November 8, 2005, the board of directors approved an
increase in the number of shares reserved under our 2002 Plan to
1,250,000. On June 26, 2006, the board of directors approved an
increase in the number of shares reserved under our 2002 Plan to
2,500,000. On January 28, 2007, the compensation committee of the
board of directors approved an increase in the number of shares reserved under
our 2002 Plan to 4,000,000. On August 31, 2007, shareholders approved an
increase in the number of shares reserved under the 2002 Plan to
6,000,000. On June 17, 2008, the compensation committee of the
board of directors approved an increase in the number of shares reserved under
our 2002 Plan to 8,000,000. On December 30, 2009, shareholders
approved an increase in the number of shares reserved under the 2002 Plan to
25,000,000 Under the terms of the 2002 Plan, the stock option committee of the
board of directors may grant options to purchase shares of common stock to our
officers, directors, employees, and consultants and to those of the Company’s
subsidiaries. At December 31, 2009, options to purchase 6,887,950
shares of common stock were outstanding under the 2002 Plan.
Item
11. Security Ownership Of Certain Beneficial Owners and
Management
The
following table sets forth certain information as of April 15, 2010 with respect
to ownership of our outstanding common stock by (i) each of our directors and
executive officers, (ii) all of our directors and executive officers, as a group
and (iii) all persons known to us to own beneficially more than 5% of the
outstanding shares of our common stock:
|
Name of Beneficial Owner
|
|
Shares Beneficially
Owned (1)
|
|
|
Percent of
Outstanding
Shares
|
|
|
|
|
|
|
|
|
|
|
Dallas
S. Clement
|
|
|
378,556
|
(2)
|
|
|
2.7
|
%
|
|
Lee
D. Wilder
|
|
|
395,375
|
(3)
|
|
|
2.8
|
%
|
|
Oliver
M. Cooper III
|
|
|
2,033,118
|
(4)
|
|
|
12.9
|
%
|
|
Stephen
N. Samp
|
|
|
254,800
|
(5)
|
|
|
1.8
|
%
|
|
Sharon
Carr
|
|
|
1,062,181
|
(6)
|
|
|
7.5
|
%
|
|
Edward
S. Redstone.
|
|
|
7,110,902
|
(7)
|
|
|
36.1
|
%
|
|
Vikas
Group, Inc
|
|
|
2,234,635
|
(8)
|
|
|
14.1
|
%
|
|
Hetesh
Ranchod
|
|
|
1,051,091
|
(9)
|
|
|
7.1
|
%
|
|
Rakesh
Ranchod
|
|
|
914,051
|
(10)
|
|
|
6.2
|
%
|
|
Triton
Value Partners
|
|
|
1,120,000
|
(11)
|
|
|
8.1
|
%
|
|
Donald
B. Gasgarth
|
|
|
1,945,825
|
(12)
|
|
|
12.6
|
%
|
|
Paul
Freischlag, Jr
|
|
|
938,250
|
(13)
|
|
|
6.4
|
%
|
|
Vestal
Venture Capital
|
|
|
8,668,510
|
(14)
|
|
|
40.0
|
%
|
|
Marc
and Margaret Gorlin
|
|
|
1,633,154
|
(15)
|
|
|
10.7
|
%
|
|
ADEC
Private Equity Investments LP
|
|
|
3,635,420
|
(16)
|
|
|
21.1
|
%
|
|
Parker
H. Petit, Jr.
|
|
|
14,030,375
|
(17)
|
|
|
51.4
|
%
|
|
Frank
Bishop
|
|
|
3,893,180
|
(18)
|
|
|
22.3
|
%
|
|
TVP
Investments, LP
|
|
|
6,976,575
|
(19)
|
|
|
33.7
|
%
|
|
All
directors and executive officers
as
a group (4 persons)
|
|
|
3,062,224
|
|
|
|
19.1
|
%
|
|
|
|
|
|
|
|
|
|
|
* Less
than 1% of outstanding shares.
|
(1)
|
Except
as otherwise indicated, each person named in this table possesses sole
voting and investment power with respect to the shares beneficially owned
by such person. “Beneficial ownership,” determined in
accordance with Rule 13d-3 of the Securities Exchange Act of 1934,
includes shares for which an individual, directly or indirectly, has or
shares voting or investment power and also includes options that are
exercisable within 60 days.
|
|
(2)
|
Consists
of 93,458 shares owned directly, 95,046 shares issuable subject to
conversion of certain convertible preferred stock, 85,052 shares issuable
upon exercise of warrants, and 105,000 shares subject to stock options
that are exercisable within 60
days.
|
|
(3)
|
Consists
of 35,750 shares owned directly, 60,000 options that are exercisable
within 60 days, and 300,000 shares issuable upon exercise of warrants that
are exercisable within 60 days.
|
|
(4)
|
Consists
of 76,497 shares held directly, 268,000 shares issuable upon the exercise
of warrants, 410,844 shares issuable subject to conversion of certain
convertible preferred stock, and 1,277,777 options that are exercisable
within 60 days.
|
|
(5)
|
Consists
of 254,800 shares of common stock subject to stock options that are
exercisable within 60 days.
|
|
(6)
|
Consists
of 734,681 shares held directly and 327,500 shares of common stock subject
to stock options that are exercisable within 60 days. Ms.
Carr’s business address is 4751 Bonita Bay Blvd., Bonita Springs,
FL.
|
|
(7)
|
Consists
of 1,209,613 shares held directly, 327,500 shares subject to stock options
that are exercisable within 60 days, 2,507,789 shares issuable upon the
exercise of warrants, 3,066,000 shares issuable subject to conversion of
certain convertible preferred stock and 63 shares owned by Mr. Redstone’s
spouse. Mr. Redstone’s business address is 1065 avenue of the
Americas, New York, NY 10018.
|
|
(8)
|
Consists
of 208,260 shares held directly, 593,984 shares of common stock subject to
presently exercisable common stock purchase warrants and 1,432,301 shares
subject to conversion of certain convertible preferred
stock. Vikas Group’s business address is 3730 Schooner Ridge,
Alpharetta, GA 30005.
|
|
(9)
|
Consists
of 107,231 shares held directly, 300,000 shares of common stock subject to
presently exercisable common stock purchase warrants and 643,860 shares
subject to conversion of certain convertible preferred
stock. Mr. Ranchod’s business address is 3730 Schooner Ridge,
Alpharetta, GA 30005.
|
|
(10)
|
Consists
of 92,831 shares held directly 300,000 shares of common stock subject to
presently exercisable common stock purchase warrants and 521,220 shares
subject to conversion of certain convertible preferred
stock. Mr. Ranchod’s business address is 1645 Morningdale
Circle, Duluth, GA 30097.
|
|
(11)
|
Consists
of 1,120,000 shares of common stock held directly. Triton’s
business address is Wilton Center, Suite 470, 515 E. Crossville Rd.,
Roswell, GA 30075.
|
|
(12)
|
Consists
of 274,041 shares held directly, 751,984 shares of common stock subject to
presently exercisable common stock purchase warrants and 919,800 shares
subject to conversion of certain convertible preferred
stock. Mr. Gasgarth’s business address is Wilton Center, Suite
270, 515 E. Crossville Rd., Roswell, GA
30075.
|
|
(13)
|
Consists
of 70,209 shares held directly, 328,427 shares of common stock subject to
presently exercisable common stock purchase warrants and 539,616 shares
subject to conversion of certain convertible preferred
stock. Mr. Freischlag’s business address is Wilton Center,
Suite 470, 515 E. Crossville Rd., Roswell, GA
30075.
|
|
(14)
|
Consists
of 807,534 shares held directly, 3,152,000 shares of common stock subject
to presently exercisable common stock purchase warrants and 4,709,376
shares subject to conversion of certain convertible preferred
stock. Vestal Venture Capital’s business address is 6471
Enclave Way, Boca Raton, FL 33496.
|
|
(15)
|
Consists
of 139,558 shares owned directly, 450,000 shares of common stock subject
to stock options that are exercisable within 60 days, 412,000 shares of
common stock subject to presently exercisable common stock purchase
warrants, and 631,596 shares subject to conversion of certain convertible
preferred stock. The Gorlin’s business address is
950 East Paces Ferry Road, Suite 2860, Atlanta, GA
30326.
|
|
(16)
|
Consists
of 241,200 shares held directly, 1,340,000 shares of common stock subject
to presently exercisable common stock purchase warrants, and 2,054,220
shares subject to conversion of certain convertible preferred
stock. ADEC’s business address is 172 South Ocean
Blvd., Palm Beach, FL 33480
|
|
(17)
|
Consists
of 66,666 shares held directly and 6,909,909 shares of common stock
subject to conversion of certain convertible notes
payable. Also includes 180,000 shares, 1,000,000 shares of
common stock subject to presently exercisable common stock purchase
warrants, and 1,533,000 shares subject to conversion of certain
convertible preferred stock held in the name of Petit Investments, LP, of
which Mr. Petit is the General Partner. Also
includes 288,000 shares, 1,600,000 shares of common stock subject to
presently exercisable common stock purchase warrants, and 2,452,800 shares
subject to conversion of certain convertible preferred stock held in the
name of Cox Road Partners, of which Mr. Petit is the General
Partner. Mr. Petit’s business address is 300 Colonial Center
Parkway, Suite 130, Roswell, GA
30076.
|
|
(18)
|
Consists
of 156,128 shares held directly, 116,000 shares of common stock subject to
presently exercisable common stock purchase warrants, 1,315,314 shares of
common stock subject to conversion of certain convertible preferred stock,
and 476,856 shares of common stock subject to conversion of certain
convertible notes payable. Also includes 98,280 shares, 611,000
shares of common stock subject to presently exercisable common stock
purchase warrants, 837,018 shares of common stock subject to conversion of
certain convertible preferred stock, and 282,584 shares of common stock
subject to conversion of certain convertible notes payable held in the
name of AL III Management Co. LP, of which Mr. Bishop is the General
Partner; Mr. Bishop disclaims beneficial ownership of these
shares. Mr. Bishop’s business address is 6105 Weatherley Dr.,
Atlanta, GA 30328.
|
|
(19)
|
Consists
of 66,666 shares held directly and 6,909,909 shares of common stock
subject to conversion of certain convertible notes payable. TVP
Investment’s business address is Wilton Center, Suite 470, 515 E.
Crossville Rd., Roswell, GA 30075.
|
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.
We issued
notes payable of $131,000 to Edward Redstone, a former director of the
Company, during the three months ended March 31, 2007. The
debt accrued interest at 12% and was uncollateralized. The proceeds of this debt
were utilized for working capital purposes. He exchanged a total of
$496,500 of notes and accrued interest of $11,289 as part of the Series B
Preferred Stock private placement on March 16, 2007. In conjunction
with the exchange, we issued Mr. Redstone additional warrants to purchase an
aggregate of 507,789 shares of the Company’s common stock at an exercise price
of $0.375 per share. The warrants have five-year
terms. The remaining balance of $13,500 and accrued interest totaling
$786 was paid in full at June 29, 2007.
On
January 23, 2008, Mr. Dallas Clement of the Board of Directors purchased a
$22,500 convertible note in the Company’s private placement. On June
30, 2008, this convertible note, along with $750 of accrued interest, was
exchanged into the Company’s Series C Convertible Preferred stock
offering. Mr. Clement received 31 shares of Series C Convertible
Preferred stock and a warrant to purchase 62,000 shares of the Company’s common
stock at that time, in accordance with the terms of the Company’s private
placement. The Company also paid $426 of accrued interest not
exchanged into the private placement.
All
members of the Board of Directors, with the exception of Mr. Cooper, are
independent, as defined in Rule 4200(a)(15) of the National Association of
Securities Dealer’s listing standards. All members of the Audit
Committee are independent, as defined in Rule 4200(a)(15) of the National
Association of Securities Dealer’s listing standards.
ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
The
following exhibits are filed with or incorporated by reference into this report.
The exhibits which are denominated by an asterisk (*) were previously filed as a
part of, and are hereby incorporated by reference from either (i) the Company’s
Registration Statement on Form SB-2 (File No. 333-128420) filed with the
Securities and Exchange Commission on September 19, 2005, (referred to as “2005
SB-2”), (ii) the Post-Effective Amendment No. 1 to the Company's Registration
Statement on Form S-18 (File No. 33-27040-D) (referred to as “S-18 No. 2”),
(iii) Post-Effective Amendment No. 2 to the Company's Registration Statement on
Form S-18 (File No. 33-27040-D) (referred to as “S-18 No. 3”), (iv) the
Company's Registration Statement Form S-1 (File No. 33-85754) (referred to as
“S-1”); (v) the Company's Annual Report on Form 10-K for the year ended December
31, 1993 (referred to as “1993 10-K”); (vi) the Company's Annual Report on Form
10-K for the year ended December 31, 1994 (referred to as “1994 10-K”); (vii)
the Company’s Annual Report on Form 10-K for the year ended December 31, 1998,
as amended (referred to as “1998 10-K/A”) filed on April 30, 1999 , (viii) the
Company's Form S-8 Registration Statement (File No. 333-148890), (referred to as
“Option Plan S-8”) filed on January 28, 2008, (ix) the Company's Registration
Statement on Form S-3 amended January 31, 1999 (“1999 S-3”), (x) the Company's
Report on Form 8-K filed March 12, 2009 (referred to as “March 12, 2009 8-K”),
(xi) the Company’s Annual Report on Form 10-KSB for the year ended December 31,
2006 (“2006 10-KSB”) filed April 17, 2007, (xii) the Company’s 2002 proxy
statement on Schedule 14A (referred to as “2002 Proxy Statement”) filed on April
24, 2002, or (xiii) the Richard Egan Separation Agreement (“June 13, 2008 Form
10-K”).
|
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
|
|
*3.1
|
|
Certificate
of Incorporation of the Company, as amended through March 8, 2007 (2006
10-KSB)
|
|
|
|
|
|
*3.2
|
|
Amended
Bylaws of the Company as presently in use (S-18 No. 2, Exhibit
3.2)
|
|
|
|
|
|
4.1
|
|
Certificate
of Incorporation of the Company, as amended (filed herewith as Exhibit
3.1)
|
|
|
|
|
|
4.2
|
|
Amended
Bylaws of the Company as presently in use (filed herewith as Exhibit
3.2)
|
|
|
|
|
|
*10.3
|
|
1991
Stock Option Plan (S-18 No. 3, Exhibit 10.1(a))
|
|
|
|
|
|
*10.3.1
|
|
Amendment
No. 1 to 1991 Stock Option Plan (1993 10-K)
|
|
|
|
|
|
*10.3.2
|
|
Amendment
No. 2 to 1991 Stock Option Plan (S-1)
|
|
|
|
|
|
*10.3.3
|
|
Amendment
No. 3 to 1991 Stock Option Plan (S-1)
|
|
|
|
|
|
*10.3.4
|
|
Amendment
No. 4 to 1991 Stock Option Plan (Option Plan S-8, Exhibit
4.5)
|
|
|
|
|
*10.3.5
|
|
Amendment
No. 5 to 1991 Stock Option Plan (1998 10-K/A, Exhibit
10.3.5)
|
|
|
|
|
|
*10.4
|
|
2002
Equity Incentive Plan (2002 Proxy Statement)
|
|
|
|
|
|
*10.5
|
|
2002
Equity Incentive Plan Form S-8 (Option Plan S-8)
|
|
|
|
|
|
*
10.6
|
|
Technology
License Agreement between ACIS, Inc. and the Company dated March 5, 2009
(March 12, 2009 8-K)
|
|
|
|
|
*10.9
|
|
Triton
Value Partners Engagement Agreement dated January 31, 2007 (2006
10-KSB)
|
|
|
|
|
|
*10.10
|
|
Richard
Egan Separation Agreement dated June 13, 2008 (June 13, 2008 Form
8-K)
|
|
|
|
|
|
31.1
|
|
Rule
13a-14(a)/15d-14(a) Certification of Principal Executive
Officer
|
|
|
|
|
|
31.2
|
|
Rule
13a-14(a)/15d-14(a) Certification of Principal Financial
Officer
|
|
|
|
|
|
32.1(1)
|
|
Section
1350 Certifications
|
*
Previously filed
(1) In
accordance with Item 601(B)32 of Regulation S-K, this Exhibit is not deemed
“filed” for purposes of Section 18 of the Exchange Act or otherwise subject to
the liabilities of that section. Such certifications will not be
deemed incorporated by reference into any filing under the Securities Act or the
Exchange Act, except to the extent that the registrant specifically incorporates
it by reference.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
|
|
SIMTROL,
INC.
|
|
|
|
|
|
|
By
:
|
/s/ Oliver M. Cooper,
III
|
|
Date: April
26, 2010
|
Oliver
M. Cooper, III, Chief Executive
Officer
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, the following
persons in the following capacities have signed this report below on the dates
indicated.
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/ Dallas S. Clement
|
|
Chairman
of the Board
|
|
April
26, 2010
|
|
Dallas
S. Clement
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Oliver M. Cooper, III
|
|
Chief
Executive Officer
|
|
April
26, 2010
|
|
Oliver
M. Cooper, III
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Stephen N. Samp
|
|
Chief
Financial Officer
|
|
April
26, 2010
|
|
Stephen
N. Samp
|
|
(Principal
Financial and
Accounting
Officer)
|
|
|
|
|
|
|
|
|
|
/s/ Lee D. Wilder
|
|
Director
|
|
April
26, 2010
|
|
Lee
D. Wilder
|
|
|
|
|
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