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Simtrol Announces a Total of $2.35 Million in Private Placement of Common Stock and Debt Conversions NORCROSS, Ga. --(Business Wire)-- Oct. 6, 2004 -- Simtrol, Inc. (OTCBB: SMRL) today announced that it has completed a private placement of 912,500 shares of its common stock to 30 accredited investors resulting in gross proceeds to Simtrol of approximately $1.825 million. As part of the transaction, the Company issued to the investors warrants to purchase an aggregate of 912,500 additional shares of its common stock at an exercise price of $2.00 per share. After commissions and expenses, the net proceeds to the Company were approximately $1.56 million. The proceeds will be used for general corporate purposes and working capital needs. The Company also issued warrants to purchase 219,000 shares of common stock to the placement agent for the offering.In conjunction with the private placement, $525,000 of the Company's convertible debt that was issued on February 4, 2004 and all accrued and unpaid interest thereon was converted into 271,409 shares of common stock. The conversion price of the debt was $2.00 per share. As part of the conversion, the Company issued to the investors warrants to purchase an aggregate of 542,818 additional shares of its common stock at an exercise price of $2.00 per share. Simtrol Chief Executive Officer, Rick Egan, stated: "We are very pleased with the results of the offering. The placement of $1.8 million and the conversion of $525,000 of our convertible debt strengthens our balance sheet and provides Simtrol with the capital to support and accelerate our growth. Also, it helps fulfill our goal of increasing breadth of ownership, which should, in turn, help to increase our stock's liquidity. We believe that the success of this offering is a reflection of the market's confidence in our ability to execute on our business plan and the value that our software provides to users." The securities sold in this private placement have not yet been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from registration requirements. However, as part of the transaction, the Company agreed to file a registration statement on Form SB-2 with the Securities and Exchange Commission for purposes of registering the resale of the common stock and the shares of common stock issuable upon exercise of the warrants issued in the private placement. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state. Any offering of Simtrol, Inc. securities under the resale registration statement will be made only by means of a prospectus. About Simtrol Simtrol, Inc. is a designer, developer, and marketer of Windows-based software solutions that enable the command, control, and monitoring of otherwise incompatible devices, particularly corporate audiovisual assets. The Company's device control product is called ONGOER and its monitoring product is called OnGuard. ONGOER provides control for devices by enabling a PC to become a robust and reliable control platform that is easy to configure, easy to program, and easy to use. OnGuard provides remote, server-based proactive monitoring, management and diagnostics as it collects real-time information from ONGOER installations to provide instant status, control, notification, and reporting functions. For more information about Simtrol, please visit www.simtrol.com. Certain statements contained in this press release are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements relating to financial results and plans for future business development activities, and are thus prospective. These statements appear in a number of places in this release and include all statements that are not statements of historical fact regarding intent, belief or current expectations of the Company, its directors or its officers with respect to, among other things: (i) the Company's financing plans; (ii) trends affecting the Company's financial condition or results of operations; (iii) the Company's growth strategy and operating strategy; (iv) the Company's new or future product offerings. The words "may," "would," "could," "will," "expect," "estimate," "anticipate," "believe," "intend," "plans," and similar expressions and variations thereof are intended to identify forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond the Company's ability to control. Actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Among the key risks, assumptions and factors that may affect operating results, performance and financial condition are liquidity and other capital resources issues, fluctuations in its quarterly results, competition and the other factors discussed in detail in the Company's filings with the Securities and Exchange Commission. ONGOER is a trademark of Simtrol. All other brands, logos, products or company names are the copyrights and/or trademarks of their respective holders. |
