UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
__________________
FORM
10-KSB/A
Amendment
No. 1
__________________
[Mark
One]
|
|
x
|
ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF
THE
|
SECURITIES
EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2007
OR
|
|
o
|
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF
THE
|
SECURITIES
EXCHANGE ACT OF 1934
For
the transition period from ____________ to ____________
Commission
File Number: 001-10927
|
Simtrol,
Inc.
|
|
(Name
of small business issuer in its
charter)
|
|
Delaware
|
58-2028246
|
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer
Identification
No.)
|
|
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
Check
whether the issuer is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act.
o
Check
whether the issuer (1) has filed all reports required to be filed by Section
13
or 15(d) of the Exchange Act during the past 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
o
Check
if
there is no disclosure of delinquent filers pursuant to Item 405 of Regulation
S-B contained in this form, and no disclosure will 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-KSB or any amendment
to
this Form 10-KSB.
x
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes
o
No
x
The
registrant’s revenues for the fiscal year ended December 31, 2007 were
$191,053.
The
aggregate market value of the shares of common stock held by non-affiliates
of
the registrant was approximately $3,325,223, based on the closing price of
the
registrant's common stock as quoted on the Over The Counter Bulletin Board
on
April 28, 2008. For the purposes of this response, officers, directors and
holders of 5% or more of the registrant's common stock are considered to be
affiliates of the registrant at that date.
As
of
April 28, 2008, registrant had 8,284,722 shares of $.001 par value Common Stock
outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE
None.
Transitional
Small Business Disclosure Format (check one): Yes
o
No
x
EXPLANATORY
NOTE
This
Amendment No. 1 on Form 10-KSB/A (this “Amendment”) amends Simtrol, Inc.’s
(“Simtrol”) Annual Report on Form 10-KSB for the fiscal year ended December 31,
2007, originally filed on March 31, 2007 (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, 2007. 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
9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with
Section 16(a) of the Exchange Act
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 four, each serving until the next annual meeting held
by
the Company. The Board presently consists of Dallas S. Clement, Richard W.
Egan,
Adam D. Senter, and Lee D. Wilder. All members of the Board of Directors, with
the exception of Mr. Egan, are independent, as defined in Rule 4200(a)(15)
of
the National Association of Securities Dealer’s listing standards. Biographical
information regarding these directors:
Dallas
S. Clement
,
age 42,
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. Mr. Clement
joined Cox in 1990 as a Policy Analyst and was promoted to Manager of Investment
Planning in January 1993, Director of Finance in 1994, and Treasurer in 1996.
From April 1995 to December of 1996, Mr. Clement served as Assistant Treasurer
for Cox Enterprises, Inc. and Cox.
Richard
W. Egan
,
age 42,
has served as a director and Chief Executive Officer of the Company since May
18, 2000. Mr. Egan joined the Company in June 1995 and served as National
Account Manager until July 1996 when he took over the position of Regional
Sales
Director. From February 1998 to June 1999, he served as Executive Vice President
of Sales. In June 1999, Mr. Egan was appointed President of the
Company.
Adam
D. Senter
,
age 50,
has served as a director of Simtrol since January 2005. Mr. Senter had a varied
and successful nineteen-year career with IBM from 1981-2000. He served as the
Executive Vice President and Group President at Provant, Inc., a publicly traded
performance improvement consulting and training company, from 2000-2003. Mr.
Senter has served as chairman of Keowee Partners, LLC a private real estate
investment and development company in South Carolina, since 2004.
Lee
D. Wilder
,
age 56,
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.
Meetings
of the Board of Directors
During
2007, the Board of Directors met seven times. Each current director, with the
exception of Ms. Wilder, who joined the Board in February 2008, 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.
Audit
Committee.
The
Audit Committee is currently composed of Lee D. Wilder, Adam D. Senter, and
Dallas S. Clement. The Audit Committee met four times during 2007. 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. 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. 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 eleven 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:
|
Name
|
|
Position
Held
|
|
|
|
|
|
Richard
W. Egan
|
|
President
and Chief Executive Officer
|
|
Stephen
N. Samp
|
|
Chief
Financial Officer and Secretary
|
Richard
W. Egan
,
age 42,
has served as a director and Chief Executive Officer of the Company since May
2000. Mr. Egan joined the Company in June 1995 and served as National Account
Manager until July 1996 when he became Regional Sales Director. From February
1998 to June 1999, he served as Executive Vice President of Sales. In June
1999,
Mr. Egan was appointed President of the Company.
Stephen
N. Samp
,
age 43,
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, 2007, all Section 16(a) filing
requirements applicable to its officers, directors and greater than 10%
shareholders were complied with.
Item
10. Executive Compensation
.
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 2007. Messrs. Egan and Samp were granted
non-qualified stock options to purchase 400,000 and 37,500 shares, respectively,
on January 31, 2007, and 200,000 and 20,000, respectively, on December 11,
2007,
in accordance with our 2002 Equity Incentive Plan, with exercise prices equal
to
the fair value of our common stock on that date and three-year vesting period,
with vesting occurring on the anniversary date of the grant at the rate of
33%,
33%, and 34% annually.
The
following table provides certain summary information for 2007 concerning
compensation paid or accrued by us to or on behalf of our executive
officers:
|
|
|
SUMMARY
COMPENSATION TABLE
|
|
|
Name
and principal position
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
Option
Awards ($)
|
|
Total
($)
|
|
|
Richard
Egan - President and Chief Executive Officer
|
|
|
2007
|
|
$
|
148,454
|
|
|
-
|
|
$
|
61,557(1
|
)
|
$
|
210,011
|
|
|
|
|
|
2006
|
|
$
|
137,800
|
|
|
|
|
$
|
41,719(1
|
)
|
$
|
179,519
|
|
|
Stephen
Samp - Chief Financial Officer
|
|
|
2007
|
|
$
|
125,580
|
|
$
|
1,265
|
|
$
|
28,862(1
|
)
|
$
|
155,707
|
|
|
|
|
|
2006
|
|
$
|
121,900
|
|
|
-
|
|
$
|
35,494(1
|
)
|
$
|
157,394
|
|
|
(1)
|
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.
|
|
OUTSTANDING
EQUITY AWARDS AT 2007 FISCAL YEAR-END
|
|
|
OPTION
AWARDS
|
|
|
Name
|
|
Number of
Securities Underlying Unexercised Options
(#)
Exercisable
|
|
Number of
Securities Underlying Unexercised Options
(#)
Unexercisable
|
|
Equity Incentive Plan
Awards: Number of Securities Underlying
Unexercised Unearned
Options
(#)
|
|
Option
Exercise
Price
($)
|
|
Option
Expiration
Date
|
|
|
Richard
Egan
|
|
|
1,250
|
|
|
|
|
|
|
|
$
|
28.72
|
|
|
6/16/2008
|
|
|
|
|
|
1,250
|
|
|
|
|
|
|
|
$
|
10.00
|
|
|
12/21/2008
|
|
|
|
|
|
7,500
|
|
|
|
|
|
|
|
$
|
4.70
|
|
|
1/4/2010
|
|
|
|
|
|
7,500
|
|
|
|
|
|
|
|
$
|
40.00
|
|
|
12/31/2010
|
|
|
|
|
|
5,000
|
|
|
|
|
|
|
|
$
|
4.80
|
|
|
5/5/2012
|
|
|
|
|
|
1,000
|
|
|
|
|
|
|
|
$
|
2.00
|
|
|
7/24/2012
|
|
|
|
|
|
7,500
|
|
|
|
|
|
|
|
$
|
2.40
|
|
|
6/5/2013
|
|
|
|
|
|
50,000
|
|
|
|
|
|
|
|
$
|
2.00
|
|
|
6/20/2014
|
|
|
|
|
|
25,000
|
|
|
|
|
|
25,000(1
|
)
|
$
|
0.90
|
|
|
7/20/2015
|
|
|
|
|
|
25,000
|
|
|
|
|
|
25,000(2
|
)
|
$
|
0.55
|
|
|
11/7/2015
|
|
|
|
|
|
3,750
|
|
|
|
|
|
11,250(3
|
)
|
$
|
0.48
|
|
|
8/23/2016
|
|
|
|
|
|
|
|
|
|
|
|
400,000
(4
|
)
|
$
|
0.375
|
|
|
1/30/2017
|
|
|
|
|
|
|
|
|
|
|
|
200,000
(5
|
)
|
$
|
0.80
|
|
|
12/10/2017
|
|
|
Stephen
Samp
|
|
|
3,000
|
|
|
|
|
|
|
|
$
|
4.80
|
|
|
5/5/2012
|
|
|
|
|
|
1,000
|
|
|
|
|
|
|
|
$
|
2.00
|
|
|
7/24/2012
|
|
|
|
|
|
3,600
|
|
|
|
|
|
|
|
$
|
2.40
|
|
|
6/5/2013
|
|
|
|
|
|
45,000
|
|
|
|
|
|
|
|
$
|
2.00
|
|
|
6/20/2014
|
|
|
|
|
|
22,500
|
|
|
|
|
|
22,500(6
|
)
|
$
|
0.90
|
|
|
7/20/2015
|
|
|
|
|
|
22,500
|
|
|
|
|
|
22,500(7
|
)
|
$
|
0.55
|
|
|
11/7/2015
|
|
|
|
|
|
3,750
|
|
|
|
|
|
11,250(8
|
)
|
$
|
0.48
|
|
|
8/23/2016
|
|
|
|
|
|
|
|
|
|
|
|
37,500
(9
|
)
|
$
|
0.375
|
|
|
1/30/2017
|
|
|
|
|
|
|
|
|
|
|
|
20,000
(10
|
)
|
$
|
0.80
|
|
|
12/10/2017
|
|
|
(1)
|
Vesting
dates of July 21, 2008, and July 21, 2009 (12,500 each
date).
|
|
(2)
|
Vesting
dates of November 8, 2007, November 8, 2008, and November 8, 2009
(12,500
each date).
|
|
(3)
|
Vesting
dates of August 24, 2008, August 24, 2009, and August 24, 2010 (3,750
each
date).
|
|
(4)
|
Vesting
dates of January 31, 2008 (132,000), January 31, 2009 (132,000),
and
January 31, 2010 (136,000).
|
|
(5)
|
Vesting
date of December 11, 2008 (66,000), December 11, 2009 (66,000), and
December 11, 2010 (68,000).
|
|
(6)
|
Vesting
dates of July 21, 2008, and July 21, 2009 (11,250 each
date).
|
|
(7)
|
Vesting
dates of November 8, 2008, and November 8, 2009 (11,250 each
date).
|
|
(8)
|
Vesting
dates of August 24, 2008, August 24, 2009, and August 24, 2010 (3,750
each
date).
|
|
(9)
|
Vesting
dates of January 31, 2008 (12,375), January 31, 2009 (12,375), and
January
31, 2010 (12,750).
|
|
(10)
|
Vesting
date of December 11, 2008 (6,600), December 11, 2009 (6,600), and
December
11, 2010 (6,800).
|
Director
Compensation
We
do not
presently provide any cash compensation to directors for their services as
directors. Each 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 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) $200 for each committee meeting attended in
person or by telephone conference. These fees are paid as of the last day of
each fiscal quarter, in shares of our common stock, with such shares valued
based on the most recent closing trading price of our common stock on the
Over-the-Counter Bulletin Board as of the last day of each fiscal
quarter.
Additionally,
all new non-employee directors receive a one-time grant of an option to purchase
5,000 shares of our common stock at an exercise price equal to the fair market
value of the stock on the date of the grant. The options expire, unless
previously exercised or terminated, ten years from the date of the
grant.
DIRECTOR
COMPENSATION DURING 2007
|
Name
|
|
Stock Awards ($)
|
|
Option Awards ($)
|
|
Total ($)
|
|
|
Dallas
Clement
|
|
$
|
3,400
|
|
|
-
|
|
$
|
3,400
|
|
|
Adam
Senter
|
|
$
|
4,550
|
|
|
-
|
|
$
|
4,550
|
|
|
Lee
D. Wilder
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Lee
D.
Wilder joined Simtrol board of directors in February 2008; therefore, she had
no
compensation during 2007.
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,
2007,
options to purchase 36,075 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. 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 and employees, and to those
of
the Company’s subsidiaries. At December 31, 2007, options to purchase 4,365,300
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 25, 2008 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
|
|
|
242,487
|
(2)
|
|
2.9
|
%
|
|
Adam
D. Senter
|
|
|
122,012
|
(3)
|
|
1.5
|
%
|
|
Lee
D. Wilder
|
|
|
60,000
|
(4)
|
|
*
|
|
|
Richard
W. Egan
|
|
|
307,981
|
(5)
|
|
3.6
|
%
|
|
Stephen
N. Samp
|
|
|
113,725
|
(6)
|
|
1.3
|
%
|
|
Larry
M. Carr
|
|
|
1,352,334
|
(7)
|
|
15.2
|
%
|
|
Edward
S. Redstone
|
|
|
5,896,763
|
(8)
|
|
44.0
|
%
|
|
A.
John Knapp, Jr
|
|
|
716,138
|
(9)
|
|
8.0
|
%
|
|
Frederick
G. Wedell
|
|
|
505,055
|
(10)
|
|
5.9
|
%
|
|
W.
Cobb Hazelrig
|
|
|
605,055
|
(11)
|
|
7.0
|
%
|
|
Glen
E. Murer
|
|
|
452,796
|
(12)
|
|
5.2
|
%
|
|
Vikas
Group, Inc
|
|
|
1,756,978
|
(13)
|
|
17.6
|
%
|
|
Hetesh
Ranchod
|
|
|
624,211
|
(14)
|
|
7.0
|
%
|
|
Rakesh
Ranchod
|
|
|
636,331
|
(15)
|
|
7.2
|
%
|
|
Triton
Value Partners, LLC
|
|
|
865,000
|
(16)
|
|
10.4
|
%
|
|
Donald
B. Gasgarth
|
|
|
1,478,245
|
(17)
|
|
15.3
|
%
|
|
Paul
Freischlag, Jr
|
|
|
648,604
|
(18)
|
|
7.3
|
%
|
|
Vestal
Venture Capital
|
|
|
5,309,038
|
(19)
|
|
39.4
|
%
|
|
Marc
and Margaret Gorlin
|
|
|
845,958
|
(20)
|
|
9.3
|
%
|
|
Oliver
M. Cooper III
|
|
|
548,177
|
(21)
|
|
6.2
|
%
|
|
Steve
Gorlin
|
|
|
552,267
|
(22)
|
|
6.4
|
%
|
|
Jarrett
Gorlin
|
|
|
520,000
|
(23)
|
|
6.2
|
%
|
|
All
directors and executive officers as a group (5 persons)
|
|
|
846,205
|
|
|
5.8
|
%
|
_______________________________
*
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 60,435 shares owned directly, 30,000 shares issuable subject
to
conversion of certain notes payable, 30,552 shares issuable upon
exercise
of warrants, and 121,500 shares subject to stock options that are
exercisable within 60 days.
|
|
(3)
|
|
Consists
of 32,012 shares held directly and 90,000 options that are exercisable
within 60 days.
|
|
(4)
|
|
Consists
of 60,000 options that are exercisable within 60 days.
|
|
(5)
|
|
Consists
of 6,231 shares held directly, 13,000 shares issuable upon the
exercise of
warrants, 10,000 shares issuable subject to conversion of certain
convertible preferred stock, 12,000 shares issuable subject to
conversion
of certain notes payable, and 266,750 options that are exercisable
within
60 days.
|
|
(6)
|
|
Consists
of 113,725 shares of common stock subject to stock options that
are
exercisable within 60 days.
|
|
(7)
|
|
Consists
of 734,681 shares held directly, 372,500 shares of common stock
subject to
stock options that are exercisable within 60 days, and 228,486
shares of
common stock subject to presently exercisable common stock purchase
warrants. Also includes 16,667 shares held in the name of OHA Financial,
of which Mr. Carr serves as Chairman of the Board; Mr. Carr disclaims
beneficial ownership of these shares. Mr. Carr’s business address is 4751
Bonita Bay Blvd., Bonita Springs,
FL.
|
|
(8)
|
|
Consists
of 784,188 shares held directly, 363,000 shares subject to stock
options
that are exercisable within 60 days, 2,749,762 shares issuable
upon the
exercise of warrants, 2,000,000 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 222 Merrimack Street, Suite
210, Lowell, MA 01852.
|
|
(9)
|
|
Consists
of 11,645 shares owned directly, 295,002 shares of common stock
subject to
presently exercisable common stock purchase warrants, and 333,336
shares
subject to conversion of certain convertible preferred stock. Also
includes 31,615 shares owned by and 44,540 shares issuable upon
the
exercise of warrants that are exercisable within 60 days by Andover
Group.
Mr. Knapp is Chief Executive Officer and majority shareholder of
Andover
Group, Inc. Mr. Knapp’s business address is 910 Travis Street, Suite 2205,
Houston, TX 77002.
|
|
(10)
|
|
Consists
of 50,000 shares of common stock held directly and 50,000 shares
of common
stock subject to presently exercisable common stock purchase warrants.
Also includes 151,685 common shares and 253,370 shares of common
stock
subject to presently exercisable common stock purchase warrants
held in
the name of W&H Investment, of which Mr. Wedell is a
principal.
|
|
(11)
|
|
Consists
of 50,000 shares of common stock held directly and 50,000 shares
of common
stock subject to presently exercisable common stock purchase warrants.
Also includes 151,685 and 50,000 common shares and 253,370 and
50,000
shares of common stock subject to presently exercisable common
stock
purchase warrants held in the name of W&H Investment and Hazelrig
Family Partnership, LLP, respectively, of which Mr. Hazelrig is
a
principal.
|
|
(12)
|
|
Consists
of 16,155 shares of common stock held directly, 76,684 shares of
common
stock subject to presently exercisable common stock purchase warrants,
and
266,672 shares subject to conversion of certain convertible preferred
stock. Also includes 26,613 shares owned by Operation Dogbone,
LLC and
66,672 shares issuable subject to conversion of certain convertible
preferred stock. Owned by Operation Dogbone, LLC. Mr. Murer is
the
majority shareholder of Operation Dogbone, LLC. Operation Dogbone
LLC’s
business address is 201 Armour Dr. NE, Atlanta, GA
30324.
|
|
(13)
|
|
Consists
of 53,034 shares held directly, 765,976 shares of common stock
subject to
presently exercisable common stock purchase warrants and 937,968
shares
subject to conversion of certain convertible preferred stock. Vikas
Group’s business address is 5960 Wild Timber Rd., Sugar Hill, GA
30518.
|
|
(14)
|
|
Consists
of 24,211 shares held directly, 300,000 shares of common stock
subject to
presently exercisable common stock purchase warrants and 300,000
shares
subject to conversion of certain convertible preferred stock. Mr.
Ranchod’s business address is 5960 Wild Timber Rd., Sugar Hill, GA
30518.
|
|
(15)
|
|
Consists
of 36,331 shares held directly 300,000 shares of common stock subject
to
presently exercisable common stock purchase warrants and 300,000
shares
subject to conversion of certain convertible preferred stock. Mr.
Ranchod’s business address is 5960 Wild Timber Rd., Sugar Hill, GA
30518.
|
|
(16)
|
|
Consists
of 865,000 shares of common stock held directly. Triton’s business address
is Wilton Center, Suite 270, 515 E. Crossville Rd., Roswell, GA
30075.
|
|
(17)
|
|
Consists
of 126,261 shares held directly, 751,984 shares of common stock
subject to
presently exercisable common stock purchase warrants and 600,000
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.
|
|
(18)
|
|
Consists
of 12, 177 shares held directly, 40,000 shares issuable subject
to
conversion of certain notes payable, 328,427 shares of common stock
subject to presently exercisable common stock purchase warrants
and
268,000 shares subject to conversion of certain convertible preferred
stock. Mr. Freischlag’s business address is Wilton Center, Suite 270, 515
E. Crossville Rd., Roswell, GA 30075.
|
|
(19)
|
|
Consists
of 109,038 shares held directly, 320,000 shares issuable subject
to
conversion of certain notes payable, 2,480,000 shares of common
stock
subject to presently exercisable common stock purchase warrants
and
2,400,000 shares subject to conversion of certain convertible preferred
stock. Vestal Venture Capital’s business address is 6471 Enclave Way, Boca
Raton, FL 33496.
|
|
(20)
|
|
Consists
of 21,958 shares owned directly, 412,000 shares of common stock
subject to
presently exercisable common stock purchase warrants, and 412,000
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.
|
|
(21)
|
|
Consists
of 12,177 shares owned directly, 268,000 shares of common stock
subject to
presently exercisable common stock purchase warrants and 268,000
shares
subject to conversion of certain convertible preferred stock. Mr.
Cooper’s
business address is Wilton Center, Suite 270, 515 E. Crossville
Rd.,
Roswell, GA 30075.
|
|
(22)
|
|
Consists
of 267,632 shares held directly and 270,000 shares of common stock
subject
to presently exercisable common stock purchase warrants. Mr. Gorlin’s
business address is 1234 Airport Rd. Suite 105, Destin, FL
32541.
|
|
(23)
|
|
Consists
of 267,632 shares held directly and 260,000 shares of common stock
subject
to presently exercisable common stock purchase warrants. Mr. Gorlin’s
business address is 34 Peachtree Street, Suite 1000, Atlanta, GA
30303.
|
Item
12.
Certain Relationships and Related T
ransactions
We
issued
a $37,000 note payable to Edward Redstone, a former director of the Company,
on
June 9, 2006. The debt accrued interest at 10% and was uncollateralized. The
proceeds of this debt were utilized for working capital purposes. On June 30,
2006, we repaid the note plus the accrued interest of $213.
We
issued
$379,000 of additional notes payable to Mr. Redstone during the year ended
December 31, 2006. The debt accrued interest at 10% and was uncollateralized.
The proceeds of this debt were utilized for working capital
purposes.
We
issued
notes payable of $131,000 to Mr. Redstone 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
$496,500 of the notes and accrued interest of $11,289 for 677 shares of Series
B
Preferred Stock and warrants to purchase 1,354,000 shares of common stock in
a
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.
ITEM
13. EXHIBITS.
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
Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 (referred
to as “2001 10-Q”) filed November 14, 2001, (xi) the Company’s Annual Report on
Form 10-KSB for the year ended December 31, 2006 (“2006 10-KSB”) filed April 17,
2007, or (xii) the Company’s 2002 proxy statement on Schedule 14A (referred to
as “2002 Proxy Statement”) filed on April 24, 2002.
|
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
|
|
License
Agreement between ACIS, Inc. and the Company dated September 9, 1999
(1999
S-3)
|
|
|
|
|
|
*10.7
|
|
First
Amendment and Modification of ACIS, Inc. warrant agreement dated
September
7, 2001 (2001 10-Q, Exhibit 10.2)
|
|
|
|
|
|
*10.8
|
|
ACIS
Technology License Agreement between ACIS, Inc. and the Company dated
September 27, 2001 (2001 10-Q, Exhibit 10.1)
|
|
|
|
|
|
*10.9
|
|
Triton
Business Development Services Engagement Agreement dated January
31, 2007
(2006 10-KSB)
|
|
|
|
|
|
21.1
|
|
Subsidiaries
of the Company
|
|
|
|
|
|
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-B, 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.
|
ITEM
14. PRINCIPAL ACCOUNTANTS FEES AND SERVICES
The
Company has engaged Marcum & Kliegman LLP as the Company’s independent
accountants to review and audit the Company’s financial statements for the
fiscal year ending December 31, 2008.
Audit
Fees.
The
aggregate fees billed by Marcum & Kliegman LLP for professional services
rendered for the audit of the Company’s annual financial statements for the year
ended December 31, 2007 and the review of the financial statements included
in
the Company’s Forms 10-QSB for 2007 was $92,000. The aggregate fees billed by
Marcum & Kliegman LLP for professional services rendered for the audit of
the Company’s annual financial statements for the year ended December 31, 2006
and the review of the financial statements included in the Company’s Forms
10-QSB for 2006 was $80,500.
Audit-Related
Fees
.
There
were no fees charged during 2007 and 2006 for audit-related services.
Tax
Fees
.
No tax
compliance, tax advice, or tax planning services were provided to the Company
by
Marcum & Kliegman LLP during 2007or 2006.
All
Other Fees.
During
2007, Marcum & Kliegman LLP billed the Company $20,000 for services
performed in conjunction with the SEC Form SB-2 filed by the company in May
2007. No other fees were paid to Marcum & Kliegman LLP during 2006.
All
fees
paid to Marcum & Kliegman LLP were, and will continue to be, approved by the
audit committee in accordance with our audit committee charter prior to
commencement of work.
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/
Richard W. Egan
|
|
Date:
April 29, 2008
|
Richard
W. Egan, 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
29, 2008
|
|
Dallas
S. Clement
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Richard W. Egan
|
|
Chief
Executive Officer
|
|
April
29, 2008
|
|
Richard
W. Egan
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Stephen N. Samp
|
|
Chief
Financial Officer
|
|
April
29, 2008
|
|
Stephen
N. Samp
|
|
(Principal
Financial and
|
|
|
|
|
|
Accounting
Officer)
|
|
|
|
|
|
|
|
|
|
/s/
Adam D. Senter
|
|
Director
|
|
April
29, 2008
|
|
Adam
D. Senter
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Lee D. Wilder
|
|
Director
|
|
April
29, 2008
|
|
Lee
D. Wilder
|
|
|
|
|
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