x
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ANNUAL REPORT UNDER SECTION 13
OR 15(d) OF THE
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o
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TRANSITION REPORT UNDER SECTION
13 OR 15(d) OF THE
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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
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(Address of principal executive
offices) (Zip Code)
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Issuer’s telephone number: (770)
242-7566
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Large accelerated filer | Accelerated filer |
Non-accelerated filer (Do not check if a smaller reporting company) | Smaller reporting company x |
Name |
Position
Held
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Oliver M. Cooper | President and Chief Executive Officer |
Stephen N. Samp | Chief Financial Officer and Secretary |
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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2008
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$ | 96,000 | - | $ | 100,069 | (3) | $ | 196,069 | |||||||||
Richard
Egan – Former President and Chief Executive Officer (1)(2)
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2008
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$ | 104,523 | - | $ | 104,591 | (3) | $ | 209,114 | |||||||||
2007
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$ | 148,454 | - | $ | 61,557 | (3) | $ | 210,011 | ||||||||||
2006
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$ | 137,800 | $ | 41,719 | (3) | $ | 179,519 | |||||||||||
Stephen
Samp - Chief Financial Officer
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2008
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$ | 129,250 | $ | 1,198 | $ | 29,563 | (3) | $ | 160,011 | ||||||||
2007
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$ | 125,580 | $ | 1,265 | $ | 28,862 | (3) | $ | 155,707 | |||||||||
2006
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$ | 121,900 | - | $ | 35,494 | (3) | $ | 157,394 |
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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
$156,000.
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(2)
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Amount
includes $4,200 in accrued and unused vacation and $48,400 in separation
payments made to Mr. Egan pursuant to his termination agreement with the
Company, found on Form 8-K filed with the Commission on June 19,
2008.
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(3)
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The
Company implemented FAS 123R in the first quarter of 2006. The statement
requires companies to expense the value of employee stock options and
similar awards. Under FAS 123R, share-based payment awards result in a
cost that will be measured at fair value on the awards’ grant date based
on the estimated number of awards that are expected to
vest. The Company uses historical data to estimate option
exercises and employee terminations within the valuation model and
historical stock prices to estimate
volatility.
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OUTSTANDING
EQUITY AWARDS AT 2008 FISCAL YEAR-END
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|||||||||||||||||
OPTION
AWARDS
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|||||||||||||||||
Name
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Number
of Securities Underlying Unexercised Options
(#)
Exercisable
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Number
of Securities Underlying Unexercised Options
(#)
Unexercisable
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Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised
Unearned Options
(#)
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Option
Exercise Price
($)
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Option
Expiration Date
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||||||||||||
Oliver
Cooper
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125,000 | 625,000 | (1) | $ | 0.375 |
6/19/2018
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|||||||||||
125,000 | 625,000 | (1) | $ | 0.75 |
6/19/2018
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||||||||||||
83,333 | 416,667 | (1) | $ | 1.25 |
6/19/2018
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||||||||||||
Richard
Egan
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37,500 | 12,500 | (2) | $ | 0.90 |
5/01/2010
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|||||||||||
37,500 | 12,500 | (3) | $ | 0.55 |
5/01/2010
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||||||||||||
7,500 | 3,750 | (4) | $ | 0.48 |
5/01/2010
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||||||||||||
132,000 | 268,000 | (5) | $ | 0.375 |
5/01/2010
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||||||||||||
66,000 | 66,000 | (6) | $ | 0.80 |
5/01/2010
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||||||||||||
0 | 37,500 | (7) | $ | 0.53 |
5/01/2010
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||||||||||||
Stephen
Samp
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3,000 | $ | 4.80 |
5/5/2012
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|||||||||||||
1,000 | $ | 2.00 |
7/24/2012
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||||||||||||||
3,600 | $ | 2.40 |
6/5/2013
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||||||||||||||
45,000 | $ | 2.00 |
6/20/2014
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||||||||||||||
33,750 | 11,250 | (8) | $ | 0.90 |
7/20/2015
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||||||||||||
33,750 | 11,250 | (9) | $ | 0.55 |
11/7/2015
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||||||||||||
7,500 | 7,500 | (10) | $ | 0.48 |
8/23/2016
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||||||||||||
12,375 | 25,125 | (11) | $ | 0.375 |
1/30/2017
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||||||||||||
6,600 | 13,400 | (12) | $ | 0.80 |
12/10/2017
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||||||||||||
25,500 | (13) | $ | 0.53 |
04/11/2018
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75,000 | (14) | $ | 0.27 |
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 July 21, 2009.
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(3)
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Vesting
date of November 8, 2009.
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(4)
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Vesting
dates of August 24, 2009.
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(5)
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Vesting
dates of January 31, 2009 (132,000), and January 31, 2010
(136,000).
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(6)
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Vesting
date of December 11, 2009.
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(7)
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Vesting
date of April 11, 2009.
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(8)
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Vesting
date of July 21, 2009.
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(9)
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Vesting
date of November 8, 2009.
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(10)
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Vesting
dates of August 24, 2009, and August 24, 2010 (3,750 each
date).
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(11)
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Vesting
dates of January 31, 2009 (12,375), and January 31, 2010
(12,750).
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(12)
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Vesting
dates of December 11, 2009 (6,600), and December 11, 2010
(6,800).
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(13)
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Vesting
date of April 11, 2009.
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(14)
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Vesting
dates of November 11, 2009 (24,750), November 11, 2010 (24,750) and
November 11, 2011 (25,500).
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DIRECTOR
COMPENSATION DURING 2008
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||||||||||||
Name
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Stock
Awards ($)
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Option
Awards ($)
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Total
($)
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|||||||||
Dallas
Clement
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$ | 1,950 | $ | 45,162 | $ | 47,112 | ||||||
Adam
Senter
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$ | 1,950 | $ | 21,075 | $ | 23,025 | ||||||
Lee
D. Wilder
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$ | 1,950 | $ | 36,129 | $ | 38,079 |
Name
of Beneficial Owner
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Shares
Beneficially
Owned
(1)
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Percent
of
Outstanding
Shares
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||||||
Dallas
S. Clement
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347,457 | (2) | 3.1 | % | ||||
Adam
D. Senter
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136,762 | (3) | 1.3 | % | ||||
Lee
D. Wilder
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375,167 | (4) | 3.3 | % | ||||
Oliver
M. Cooper III
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1,191,448 | (5) | 9.9 | % | ||||
Stephen
N. Samp
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184,450 | (6) | 1.7 | % | ||||
Larry
M. Carr
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1,271,164 | (7) | 11.1 | % | ||||
Edward
S. Redstone
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5,997,152 | (8) | 37.7 | % | ||||
A.
John Knapp, Jr
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712,860 | (9) | 6.2 | % | ||||
Vikas
Group, Inc
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1,842,016 | (10) | 14.6 | % | ||||
Hetesh
Ranchod
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656,831 | (11) | 5.7 | % | ||||
Rakesh
Ranchod
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652,031 | (12) | 5.7 | % | ||||
Triton
Value Partners
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1,120,000 | (13) | 10.3 | % | ||||
Donald
B. Gasgarth
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1,550,245 | (14) | 12.7 | % | ||||
Paul
Freischlag, Jr
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715,676 | (15) | 6.2 | % | ||||
Vestal
Venture Capital
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6,661,358 | (16) | 38.9 | % | ||||
Marc
and Margaret Gorlin
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1,354,758 | (17) | 11.1 | % | ||||
JABCO
LP, Inc.
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618,000 | (18) | 5.4 | % | ||||
ADEC
Private Equity Investments LP
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2,760,400 | (19) | 20.3 | % | ||||
Amory
L. Ross
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576,800 | (20) | 5.0 | % | ||||
Petit
Investments, LP
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2,060,000 | (21) | 16.0 | % | ||||
Cox
Road Partners LLLP
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3,296,000 | (22) | 23.4 | % | ||||
Parker
H. Petit
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5,356,000 | (23) | 33.3 | % | ||||
Frank
Bishop
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2,216,928 | (24) | 17.0 | % | ||||
All
directors and executive officers
as
a group (5 persons)
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2,235,284 | 18.1 | % |
(1)
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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.
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(2)
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Consists
of 78,905 shares owned directly, 62,000 shares issuable subject to
conversion of certain convertible preferred stock, 85,052 shares issuable
upon exercise of warrants, and 121,500 shares subject to stock options
that are exercisable within 60
days.
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(3)
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Consists
of 46,762 shares held directly and 90,000 options that are exercisable
within 60 days.
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(4)
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Consists
of 15,167 shares owned directly, 60,000 options that are exercisable
within 60 days, and 300,000 shares issuable upon exercise of
warrants.
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(5)
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Consists
of 44,337 shares held directly, 268,000 shares issuable upon the exercise
of warrants, 268,000 shares issuable subject to conversion of certain
convertible preferred stock, and 611,111 options that are exercisable
within 60 days.
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(6)
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Consists
of 184,450 shares of common stock subject to stock options that are
exercisable within 60 days.
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(7)
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Consists
of 734,681 shares held directly, 327,500 shares of common stock subject to
stock options that are exercisable within 60 days, and 192,316 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.
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(8)
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Consists
of 969,550 shares held directly, 327,500 shares subject to stock options
that are exercisable within 60 days, 2,700,039 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.
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(9)
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Consists
of 11,645 shares owned directly, 300,000 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 36,264 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.
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(10)
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Consists
of 138,072 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.
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(11)
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Consists
of 56,831 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.
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(12)
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Consists
of 52,031 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.
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(13)
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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.
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(14)
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Consists
of 198,261 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.
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(15)
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Consists
of 35,249 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
352,000 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.
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(16)
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Consists
of 437,358 shares held directly, 3,152,000 shares of common stock subject
to presently exercisable common stock purchase warrants and 3,072,000
shares subject to conversion of certain convertible preferred
stock. Vestal Venture Capital’s business address is 6471
Enclave Way, Boca Raton, FL 33496.
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(17)
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Consists
of 80,758 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 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.
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(18)
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Consists
of 18,000 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. JABCO’s business address is 10 Weybosset Street, Suite
106, Providence, RI 02903.
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(19)
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Consists of 80,400 shares held
directly, 1,340,000 shares of common stock subject to presently
exercisable common stock purchase warrants, and 1,340,000 shares subject
to conversion of certain convertible preferred
stock. Mr. Ross’ business address is 169 Wellington
Ave., Newport, RI 02840.
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(20)
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Consists of 16,800 shares held
directly, 280,000 shares of common stock subject to presently exercisable
common stock purchase warrants, and 280,000 shares subject to conversion
of certain convertible preferred stock. ADEC’s
business address is 172 South Ocean
Blvd., Palm
Beach, FL 33480.
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(21)
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Consists of 60,000 shares held
directly, 1,000,000 shares of common stock subject to presently
exercisable common stock purchase warrants, and 1,000,000 shares subject
to conversion of certain convertible preferred
stock. Petit Investments’ business address
is 300 Colonial
Center Parkway, Suite 130, Roswell, GA 30076.
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(22)
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Consists of 96,000 shares held
directly, 1,600,000 shares of common stock subject to presently
exercisable common stock purchase warrants, and 1,600,000 shares subject
to conversion of certain convertible preferred
stock. Cox Road Partners’ business address
is 300 Colonial
Center Parkway, Suite 130, Roswell, GA 30076.
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(23)
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Consists
of 60,000 shares, 1,000,000
shares of common stock subject to presently exercisable common stock
purchase warrants, and 1,000,000 shares subject to conversion of certain
convertible preferred stock held by Petit Investments, LP. Mr.
Petit is the General Partner of Petit Investments, LP. Also
includes 96,000 shares, 1,600,000 shares of common stock subject to
presently exercisable common stock purchase warrants, and 1,600,000 shares
subject to conversion of certain convertible preferred stock held by Cox
Road Partners LLLP. Mr. Petit is the President of
Cox Road Partners LLLP. Mr. Petit’s business address
is 300 Colonial
Center Parkway, Suite 130, Roswell, GA 30076.
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(24)
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Consists
of 53,168 shares held directly, 100,000 shares of common stock subject to
presently exercisable common stock purchase warrants, and 842,000 shares
of common stock subject to conversion of certain convertible preferred
stock. Also includes 32,760 shares, 611,000 shares of common
stock subject to presently exercisable common stock purchase warrants, and
546,000 shares of common stock subject to conversion of certain
convertible preferred stock 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.
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Exhibit
No.
|
Description of
Exhibit
|
*3.1
|
Certificate
of Incorporation of the Company, as amended through March 8, 2007 (2006
10-KSB)
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*3.2
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Amended
Bylaws of the Company as presently in use (S-18 No. 2, Exhibit
3.2)
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4.1
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Certificate
of Incorporation of the Company, as amended (filed herewith as Exhibit
3.1)
|
4.2
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Amended
Bylaws of the Company as presently in use (filed herewith as Exhibit
3.2)
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*10.3
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1991
Stock Option Plan (S-18 No. 3, Exhibit 10.1(a))
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*10.3.1
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Amendment
No. 1 to 1991 Stock Option Plan (1993 10-K)
|
*10.3.2
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Amendment
No. 2 to 1991 Stock Option Plan (S-1)
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*10.3.3
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Amendment
No. 3 to 1991 Stock Option Plan (S-1)
|
*10.3.4
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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
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2002
Equity Incentive Plan Form S-8 (Option Plan S-8)
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*
10.6
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Technology
License Agreement between ACIS, Inc. and the Company dated March 5, 2009
(March 12, 2009 8-K)
|
*10.9
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Triton
Value Partners Engagement Agreement dated January 31, 2007 (2006
10-KSB)
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*10.10
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Richard
Egan Separation Agreement dated June 13, 2008 (June 13, 2008 Form
8-K)
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31.1
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Rule
13a-14(a)/15d-14(a) Certification of Principal Executive
Officer
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31.2
|
Rule
13a-14(a)/15d-14(a) Certification of Principal Financial
Officer
|
32.1(1)
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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.
|
SIMTROL, INC. | |||
|
By:
|
/s/ Oliver M. Cooper, III | |
Date: April 29, 2009 | Oliver M. Cooper, III, Chief Executive Officer | ||
Signature
|
Title
|
Date
|
|
/s/ Dallas S.
Clement
|
Chairman
of the Board
|
April
29, 2009
|
|
Dallas
S. Clement
|
|||
/s/ Oliver M. Cooper,
III
|
Chief
Executive Officer
|
April
29, 2009
|
|
Oliver
M. Cooper, III
|
|||
/s/ Stephen N.
Samp
|
Chief
Financial Officer
|
April
29, 2009
|
|
Stephen
N. Samp
|
(Principal
Financial and
|
||
Accounting
Officer)
|
|||
/s/ Adam D.
Senter
|
Director
|
April
29, 2009
|
/s/ Lee D.
Wilder
|
Director
|
April
29, 2009
|
|
Lee
D. Wilder
|