- Current report filing (8-K)
07 July 2010 - 6:27AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
|
Date
of Report (Date of earliest event reported)
|
June
30, 2010
|
|
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, Suite 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.
On June 30, 2010, Simtrol, Inc. (“the
Company”) completed the sale of $25,000 of Participation Interests
(“Participation Interests”) in a secured master promissory note (“Master Note”)
and five-year warrants to purchase 500,000 shares of common stock at an exercise
price of $0.05 per share to an accredited private investor.
The net
proceeds of this offering will be used for working capital and general corporate
purposes. Important terms of the Master Note include:
|
|
·
|
The
Master Note bears interest at the rate of 12% per annum, is payable
December 31, 2010 (“Maturity Date”) and can be pre-paid at any
time. Accrued interest is payable in cash on the Maturity
Date.
|
|
|
·
|
The
Maturity Date of the Master Note may be extended by the Company for two
30-day periods. If the Company elects to extend the Maturity
Date, the Company will pay a 5% Extension Fee at the conclusion of each
such 30-day Extension Period, payable at the option of the Company in cash
or the Company’s common stock. If the Extension fee is paid in
common stock, the common stock will be deemed to have a value per share
equal to the greater of $0.375 or the 10-day simple average of closing
prices on the Over The Counter Bulletin Board (“OTCBB”) for the 10 trading
days preceding the date the payment is
due.
|
|
|
·
|
The
Master Note is secured by all of the Company’s cash and cash equivalents,
accounts and notes receivable, prepaid assets, and
equipment. The Master Note and Participation Interests will be
convertible into equity securities on the following
terms:
|
|
|
o
|
If
the Company closes a “Qualifying Next Equity Financing” before the
Maturity Date, the then-outstanding balance of principal and accrued
interest on the Master Note will automatically convert into shares of the
“Next Equity Financing Securities” the Company issues. “Next
Equity Financing Securities” means the type and class of equity securities
that the Company sells in a Qualifying Next Equity Financing or a
Non-Qualifying Next Equity Financing. If the Company sells a
unit comprising a combination of equity securities, then the Next Equity
Financing Securities shall be deemed to constitute that
unit. Upon conversion, the Company would issue that number of
shares of Next Equity Financing Securities equal the quotient obtained by
dividing the then-outstanding balance of principal and accrued interest on
the Master Note by the price per share of the Next Equity Financing
Securities.
|
|
|
o
|
If
the Company closes a “Non-Qualifying Next Equity Financing” before the
Maturity Date, the then-outstanding balance of principal and accrued
interest represented by a Participation Interest can be converted, at the
option and election of the investor, into shares of the “Next Equity
Financing Securities” the Company
issues.
|
|
|
o
|
A
“Qualifying Next Equity Financing” means the first bona fide equity
financing (or series of related equity financing transactions) occurring
subsequent to the date of issue of the Master Note in which the Company
sells and issues any securities for total consideration totaling not less
than $2.0 million in the aggregate (including the principal balance and
accrued but unpaid interest to be converted on all our outstanding
Participation Interests in the Master Note) at a price per share for
equivalent shares of common stock that is not greater than $0.05 per
share.
|
|
|
o
|
A
“Non-Qualifying Next Equity Financing” means that the Company completes a
bona fide equity financing but fails to raise total consideration of at
least $2.0 million,
or
the price per share for equivalent shares of common stock is greater than
$0.05 per share.
|
|
|
o
|
At
any time prior to payment in full of this Note, an Investor may convert
all, but not less than all, of such Investors interest in this Note (as
represented by such Investor’s Participation Interest) into that number of
shares of the Company’s common stock equal to (A) the principal balance
plus accrued but unpaid interest hereunder due and payable to the investor
in accordance with such Investor’s Participation Interest, divided by
$0.05.
|
The
Investor Warrants have a term ending on the earlier to occur of (i) the
fifth anniversary of the Investor Warrant issue date; or (ii) the closing
of a change of control event. The Investor Warrants will have a
cashless exercise feature and anti-dilution provisions that adjust both the
exercise price and quantity if subsequent equity offerings are completed where
Simtrol issues common stock at a lower effective price per share than the
exercise price.
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, the Company did not conduct
any general solicitation or advertising, and the Company complied with the
requirements of Regulation D relating to the restrictions on the transferability
of the shares issued.
Item
3.03
Material Modification
to Rights of Security Holders
Pursuant to the terms of the
Certificates of Designation of Preferences, Rights, and Limitations (the
“Certificates”) of the Series A Convertible Preferred Stock, Series B
Convertible Preferred Stock, and Series C Convertible Preferred Stock of the
Company, the issuance of the convertible notes payable with $0.05 conversion
price represents a Dilutive Issuance and adjusts the Conversion Shares of each
class of Convertible Preferred Stock as follows:
|
|
·
|
Series
A Convertible Preferred stock now converts at one share preferred to 6.5
shares common
|
|
|
·
|
Series
B Convertible Preferred stock now converts at one share preferred to 3,242
shares common
|
|
|
·
|
Series
C Convertible Preferred stock now converts at one share preferred to 3,242
shares common
|
The common share equivalents
represented by the three Series of Convertible Preferred Stock as of the date of
this report, therefore, are as follows:
The above amounts represent the effect
of all Dilutive Issuances as of the date of this report and corrects those
amounts previously indicated in the Company’s Form 8-K filing of May 18, 2010,
which erroneously reported the common share equivalents through that date as
follows:
|
|
·
|
Series
A from 4,103,250 to 4,843,180
|
|
|
·
|
Series
B from 13,073,424 to 15,444,208
|
|
|
·
|
Series
C from 16,967,244 to 20,044,148
|
The
correct common share equivalents on May 18, 2010 should have been:
|
|
·
|
Series
A from 4,103,250 to 4,305,050
|
|
|
·
|
Series
B from 13,073,424 to 13,674,648
|
|
|
·
|
Series
C from 16,967,244 to 17,747,548
|
ITEM
8.01. OTHER ITEMS.
Pursuant to the terms of the
Certificates of Designation of Preferences, Rights, and Limitations (the
“Certificates”) of the Series A Convertible Preferred Stock, Series B
Convertible Preferred Stock, and Series C Convertible Preferred Stock of
Simtrol, Inc. (the “Company”), the Company is required to pay a 4% semi-annual
dividend to the holders of its outstanding shares of Series A Preferred
Stock and a 6% semi-annual dividend to holders of its Series B and Series C
Preferred Stock, respectively. The Company has the option to pay
these dividends in cash or in shares of its common stock.
The
Company elected to pay the June 30, 2010 dividends in the form of common stock
valued at $0.75 per common share for the Series A Preferred Stock and $0.375 per
common share for the Series B and Series C Preferred Stock, per the terms of the
Certificates. Based on this value, the Company issued
|
|
(i)
|
107,629
shares of common stock to the Series A shareholders (672,664 Series A
shares issued and outstanding on that date);
and
|
|
|
(ii)
|
511,680
shares of common stock to the Series B shareholders (4,286 shares
issued and outstanding on that
date).
|
|
|
(iii)
|
664,040
shares of common stock to the Series C shareholders (5,534 shares issued
and outstanding on that date).
|
Following
payment of this dividend, there are 15,090,902 shares of common stock issued and
outstanding.
The
Company believes that there was no “sale” (as defined in Section 2(a)(3) of the
Securities Act of 1933, as amended) of securities in connection with the
dividends. As a result, no registration of the securities was
required.
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: July
6, 2010
Simtrol (CE) (USOTC:SMRL)
Historical Stock Chart
From Feb 2025 to Mar 2025
Simtrol (CE) (USOTC:SMRL)
Historical Stock Chart
From Mar 2024 to Mar 2025
