UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
Filed
by the Registrant
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Filed
by a Party other than the Registrant
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Check
the appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to
§240.14a-12
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SIMTROL,
INC.
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Payment
of Filing Fee (Check the appropriate box):
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x
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No
fee required.
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Fee
computed on table below per Exchange Act
Rules 14a-6(i)(1) and 0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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Aggregate
number of securities to which transaction applies:
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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Total
fee paid:
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Fee
paid previously with preliminary materials.
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Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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(1)
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Amount
Previously Paid:
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Form,
Schedule or Registration Statement No.:
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Party:
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Dear
Shareholders:
It is my
pleasure to invite you to Simtrol’s 2009 Annual Meeting of
Shareholders. We will hold the annual meeting on December 30, 2009,
at 9:00 am local time at the Company’s office at 520 Guthridge Ct., Suite 250,
Norcross, GA 30092.
We are
sending you the official notice of the 2009 Annual Meeting, our proxy statement
and 2008 Annual Report, and a proxy card. Please carefully read the
entire proxy statement and accompanying Annual Report, and vote your shares
either on the enclosed proxy card or by telephone, as detailed in the
instructions on the card.
Very
truly yours,
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/s/
Dallas S. Clement
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Dallas
S. Clement
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Chairman
of the Board
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Simtrol,
Inc.
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SIMTROL,
INC.
520
Guthridge Ct. #250
Norcross,
GA 30092
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
To
Be Held December 30, 2009
The
annual meeting of shareholders of Simtrol, Inc. will be held on December 30,
2009 at 9:00 a.m., at the Company’s office at 520 Guthridge Ct. #250, Norcross,
GA 30092 for the following purposes:
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(1)
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to
elect three directors to constitute our board of
directors;
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(2)
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to
approve an increase in the authorized number of shares of our common stock
from 100,000,000 to 400,000,000;
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(3)
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to
approve an increase in the authorized number of our preferred shares from
800,000 to 10,000,000;
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(4)
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to
approve an amendment to our 2002 Equity Incentive Plan to increase to
25,000,000 the number of shares of our common stock that may be issued
under the Plan;
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(5)
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to
ratify the appointment of Marcum LLP as our independent auditors for the
fiscal year ending December 31, 2009;
and
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(6)
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to
transact such other business as may properly come before the meeting or
any adjournments or postponements
thereof.
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Only
shareholders of record at the close of business on December 4, 2009 will be
entitled to notice of and to vote at the meeting or any adjournments or
postponements thereof.
A proxy
statement and a proxy solicited by the board of directors are enclosed
herewith. Please sign, date and return the proxy
promptly. You may also vote by telephone according to the directions
on the proxy card. If you attend the meeting, you may, if you wish,
withdraw your proxy and vote in person.
By
Order of the Board of Directors,
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/s/
Dallas S. Clement
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Dallas
S. Clement, Chairman of the
Board
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Norcross,
Georgia
December
9, 2009
Please
complete and return the enclosed proxy promptly so that your vote
may
be recorded at the meeting if you do not attend personally.
SIMTROL,
INC.
520
Guthridge Ct. #250
Norcross,
GA 30092
ANNUAL
MEETING OF SHAREHOLDERS
December
30, 2009
PROXY
STATEMENT
Unless
the context indicates otherwise, all references in this proxy statement to “we,”
“us,” and “our” refer to Simtrol, Inc. and its subsidiaries.
DATE,
TIME, AND PLACE OF MEETING
The
annual meeting of shareholders is to be held at 9:00 a.m. local time on December
30, 2009 at the Company’s principal executive office at 520 Guthridge Ct. #250,
Norcross, Georgia 30092.
VOTING
Record
Date and Share Ownership
The
record of shareholders entitled to vote at the annual meeting was taken on
December 4, 2009. On that date, we had total votes entitled to be
cast by holders of 12,224,356 outstanding shares of common stock, with each
share entitled to one vote. We had total votes entitled to be cast by
holders of 672,664 shares of Series A convertible preferred stock (entitled to a
total of 2,690,656 votes at the then applicable conversion rate), 4,264 shares
of Series B convertible preferred stock (entitled to a total of 8,528,000 votes
at the then applicable conversion rate), and 5,534 shares of Series C
convertible preferred stock (entitled to a total of 11,068,000 votes at the then
applicable conversion rate).
Proxy
Materials
This
proxy statement is furnished in connection with the solicitation of proxies by
the board of directors of Simtrol, Inc. for use in voting at the annual meeting
of shareholders and at any adjournments or postponements thereof, for the
purposes set forth in the accompanying notice of annual meeting of
shareholders. This proxy statement and the accompanying proxy are
first being mailed to shareholders on or about December 11, 2009.
Voting
and Revocability of Proxies
When
proxy cards are properly executed, dated and returned, the shares they represent
will be voted at the annual meeting in accordance with the instructions of the
shareholders. If no specific instructions are given the shares will
be voted FOR the election of the nominees for directors set forth herein and FOR
each of the other proposals described in this proxy statement. In
addition, if other matters come before the annual meeting, the persons named in
the proxy card will vote in accordance with their best judgment with respect to
such matters. Any proxy given pursuant to this solicitation may be
revoked by any shareholder who attends the meeting and gives oral notice of his
election to vote in person, without compliance with any other
formalities. In addition, any proxy given pursuant to this
solicitation may be revoked prior to the meeting by delivering to our Secretary
an instrument revoking it or a duly executed proxy for the same shares bearing a
later date.
Quorum;
Required Vote; Abstentions and Broker Non-Votes
The
presence at the annual meeting of the holders of one-third of the outstanding
shares of our common stock as of the record date is necessary to constitute a
quorum. Shareholders will be counted as present at the meeting if
they are present in person at the annual meeting or if they have properly
submitted a proxy card or voted by telephone. The affirmative vote of
a plurality of all shares present and entitled to vote is required for the
election of directors. The affirmative vote of a majority of all
shares outstanding and eligible to vote is required to authorize the proposed
increases in our outstanding common and preferred stock. The
affirmative vote of a majority of all shares present and entitled to vote is
required to approve the amendment of our 2002 Equity Incentive Plan and to
ratify the appointment of Marcum LLP as our independent auditors for the fiscal
year ending December 31, 2009. Abstentions and broker non-votes will
not be counted as votes either in favor of or against the matter with respect to
which the abstention or broker non-vote relates. As a result,
abstentions and broker non-votes will have no effect on the election of
directors, but will have the same effect as a vote against each of the other
proposals.
Expenses
of Solicitation
The expense of this solicitation,
including the cost of preparing and mailing this proxy statement, will be paid
by us. In addition to solicitations by mail, our officers and regular
employees, at no additional compensation, may assist in soliciting proxies by
telephone.
Annual
Report to Shareholders and Report on Form 10-K
Additional
information concerning us, including our financial statements, is provided in
our 2008 annual report to shareholders that accompanies this proxy statement.
Our annual report on Form 10-K for the fiscal year ended December 31, 2008,
as filed with the SEC, is available to shareholders upon written request to:
Simtrol, Inc., Investor Relations Department, 520 Guthridge Ct. #250, Norcross,
GA 30092. Copies of exhibits filed with that report or referenced
therein will be furnished to shareholders of record upon request and payment of
our expenses in furnishing such documents.
PROPOSALS
TO BE VOTED ON
Proposal
No. 1: Election of Directors
The board
of directors, pursuant to our bylaws, has set the number of directors to serve
for the next year at three, all three of whom are to be elected at the annual
meeting. Our certificate of incorporation provides that each director
serves until the next annual meeting. Each member of the current
board of directors, except for Mr. Adam Senter, is standing for re-election and,
if elected, will serve for a term of one year and until his or her successor is
elected and qualified.
In the
event that any nominee withdraws or for any reason is not able to serve as a
director, the proxy will be voted for such other person as may be designated by
the board of directors, but in no event will the proxy be voted for more than
three nominees. The board of directors recommends the election of the
three nominees listed below. Management has no reason to believe that
any nominee will not serve if elected.
The
following persons have been nominated for re-election to the board of
directors:
Dallas S. Clement
, age 44, 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.
The
board of directors recommends that our shareholders vote “FOR” the election of
the nominees listed above.
Proposal
No. 2: Approval of an amendment to our certificate of incorporation, as amended,
to increase the number of authorized shares of common stock from 100,000,000 to
400,000,000 shares.
Background.
Our
board of directors has proposed this amendment to ensure that we have sufficient
shares available for future use, as needed, including use in transactions such
as equity financings, acquisitions, strategic relationships with corporate
partners, equity incentives, and payments of stock dividends, stock splits or
other recapitalizations, as we may deem appropriate. We consider from time to
time acquisitions, equity financings, strategic relationships and other
transactions as market conditions or other opportunities arise. There
are no present plans or pending transactions contemplated by our
board.
Effect
: If
our shareholders approve the proposed amendment, our board of directors may
cause the issuance of additional shares of our common stock without further vote
of our shareholders, except as may be required in particular cases by our
organizational documents, applicable law, or the rules of any national
securities exchange on which shares of our common stock may then be listed.
Under our certificate of incorporation, our common shareholders do not have
preemptive rights to subscribe to additional securities that may be issued by
us, which means that current common shareholders do not have a prior right to
purchase any new issue of our shares in order to maintain their proportionate
ownership of stock. In addition, if our board of directors causes us to issue
additional shares of common stock or securities convertible into or exercisable
for common stock, such issuance could have a dilutive effect on the equity,
earnings and voting interests of existing shareholders. The increase in the
number of authorized shares of our common stock could also have an anti-takeover
effect, although this is not the intent of our board of directors in proposing
the amendment. For example, if our board of directors issues additional shares
in the future, such issuance could dilute the voting power of a person seeking
control of us, thereby deterring or rendering more difficult a merger, tender
offer, proxy contest or an extraordinary transaction opposed by our board of
directors. As of the date of this proxy statement, our board of directors is not
aware of any attempt or plan to obtain control of us.
The
approval of the proposed amendment requires the affirmative vote of a majority
of the outstanding stock entitled to vote.
The board of directors recommends
that our shareholders vote “FOR” the amendment to our certificate of
incorporation to increase the number of our authorized shares of common stock
from 100,000,000 shares to 400,000,000.
Proposal
No. 3: Approval of an amendment to our certificate of incorporation, as amended,
to increase the number of authorized shares of preferred stock from 800,000 to
10,000,000 shares.
Background.
Our
board of directors has proposed this amendment to ensure that we have sufficient
shares available for future use, as needed, including use in transactions such
as equity financings, acquisitions, strategic relationships with corporate
partners, equity incentives, and payments of stock dividends, stock splits or
other recapitalizations, as we may deem appropriate. We consider from time to
time acquisitions, equity financings, strategic relationships and other
transactions as market conditions or other opportunities arise. There
are no present plans or pending transactions contemplated by our
board. The Company can issue additional shares of preferred stock
without approval of the existing Series A, B, and C Convertible Preferred
Stock. However, increases in the authorized numbers of each
respective class of shares require the approval of a majority of shares within
each respective class.
Effect
: If
our shareholders approve the proposed amendment, our board of directors may
cause the issuance of additional shares of our preferred stock without further
vote of our shareholders, except as may be required in particular cases by our
organizational documents, applicable law, or the rules of any national
securities exchange on which shares of our common stock may then be listed. The
increase in the number of authorized shares of our preferred stock could also
have an anti-takeover effect, although this is not the intent of our board of
directors in proposing the amendment. For example, if our board of directors
issues additional shares in the future, such issuance could dilute the voting
power of a person seeking control of us, thereby deterring or rendering more
difficult a merger, tender offer, proxy contest or an extraordinary transaction
opposed by our board of directors. As of the date of this proxy statement, our
board of directors is not aware of any attempt or plan to obtain control of
us.
The
approval of the proposed amendment requires the affirmative vote of a majority
of the outstanding stock entitled to vote.
The board of directors recommends
that our shareholders vote “FOR” the amendment to our certificate of
incorporation to increase the number of our authorized shares of preferred stock
from 800,000 shares to 10,000,000.
Proposal
No. 4: Approval of Amendment of the 2002 Equity Incentive Plan
The board of directors has approved,
and is recommending to the shareholders for approval at the meeting, an
amendment to increase the number of shares that may be issued pursuant to our
2002 Equity Incentive Plan. The purpose of the 2002 Plan is to serve
as an incentive and to encourage stock ownership by our directors, officers,
employees, and consultants. The board of directors believes that the
2002 Plan promotes our interests by allowing such persons to share in our
success and encourages them to remain in our service. Under the 2002
Plan, we may grant incentive stock options, as defined in Section 422 of the
Internal Revenue Code, as amended, and referred to in this proxy statement as
the Code, or non-qualified stock options, stock bonuses, and restricted
stock.
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 December 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 board of directors approved an
increase in the number of shares reserved under our 2002 Plan to
8,000,000. As of September 30, 2009, 899,800 shares of the common
stock remained available for grant under the 2002 Plan. Pursuant to
section 12(A) of the 2002 Plan, the board recommends that the number of shares
that may be issued pursuant to stock awards be increased from 8,000,000 to
25,000,000. The proposed increase in the number of authorized shares
would ensure for uninterrupted continuation of the 2002 Plan. No
benefits or amounts to any individuals are determinable at this time and no
additional benefits or grants would have been made to employees, directors, or
consultants during the prior fiscal year if the proposal had been previously
approved.
As of
October 31, 2009, we had granted options to purchase shares of common stock
pursuant to the 2002 Plan as follows: (i) each executive officer (Oliver M.
Cooper, III: 2,000,000 shares; Stephen N. Samp: 315,600 shares); (ii) all
current directors who are not executive officers, as a group: 255,000 shares;
and (iii) all employees, including all current officers who are not executive
officers, as a group: 2,111,600 shares.
Description of the 2002
Plan
Effective Date.
The effective
date of the 2002 Plan is April 23, 2002. The 2002 Plan shall remain in effect
until all shares subject to or which may become subject to the 2002 Plan shall
have been purchased pursuant to options granted under the 2002 Plan, provided
that options under the 2002 Plan must be granted within ten years from the
effective date.
Shares Reserved for the 2002 Plan
. The shares
of our common stock to be issued to directors, employees, and consultants under
the 2002 Plan may, at the election of the board of directors, be either treasury
shares or shares originally issued for such purpose. The maximum number of
shares that shall be reserved and made available for issuance under the 2002
Plan is currently 8,000,000. Any shares subject to an award that for any reason
expires or is terminated unexercised or unvested may again be subject to an
award under the 2002 Plan.
In the
event of a subdivision or combination of our shares, the maximum number of
shares that may thereafter be issued and sold under the 2002 Plan and the number
of shares under award shall be proportionately increased or decreased, the terms
relating to the price at which shares under award will be sold will be
appropriately adjusted, and such other action will be taken as in the opinion of
the board of directors is appropriate under the circumstances. In the case of a
reclassification or other change in our shares, the board of directors will also
make appropriate adjustments.
Persons Eligible to Participate in the 2002
Plan
. Under the 2002 Plan, awards may be granted only to those persons
who are officers, directors, employees, or consultants of us or one of our
subsidiaries. In determining the persons to whom awards will be granted and the
number of shares to be covered by each award, the compensation committee shall
take into account the duties of the respective directors, employees, and
consultants their present and potential contributions to our success or one of
our subsidiaries, the anticipated number of years of effective service
remaining, and any other factors as they shall deem relevant in connection with
accomplishing the purposes of the 2002 Plan.
Administration of the 2002 Plan
. The 2002 Plan
is administered by the compensation committee appointed by our board
of directors or by the board of directors itself, from among its members. Such
committee shall consist of not less than two of the non-employee members of the
board of directors who are outside directors and who shall serve at the pleasure
of the board.
Subject
to the provisions of the 2002 Plan, the committee has the authority to
administer the 2002 Plan, to select those persons to whom awards will be
granted, to determine the terms and provisions of the respective award
agreements with each participant, including the number of shares to be awarded
to each such person, and to interpret, construe and implement the provisions of
the 2002 Plan.
Exercise Price, Terms of Exercise and Payment For
Shares
.
All Options
. Each option
granted under the 2002 Plan will be represented by an option agreement which
shall set forth the terms particular to that option, including the type of
option, the number of shares covered by the option, the exercise price, the term
of the option period and any vesting requirements.
Stock
purchased pursuant to an option agreement shall be paid for in accordance with
the terms and conditions set forth in the option agreement. The terms and
conditions of payment may vary with respect to each optionee. Upon receipt of
payment (plus any amounts due for applicable tax withholding), we shall, without
transfer or issue tax, deliver to the optionee (or other person entitled to
exercise the option) a certificate or certificates for such shares.
It is
intended that funds received by us from the exercise of options (other than
applicable tax withholding) will be added to our general working capital and
used for general corporate purposes. Shares of our common stock received in
payment for the exercise price of options may be, at the discretion of the board
of directors, either held as treasury shares or retired and returned to
authorized but unissued status.
Incentive Stock Options
. Incentive stock
options may be granted only to our employees or to employees of our
subsidiaries. The exercise price of incentive stock options granted
under the 2002 Plan will be determined by the compensation committee, but in no
event shall such price be less than 100% of the fair market value of the stock
on the date of the grant of the option. In no event may incentive stock options
be exercised later than ten years from the date of grant of the
option.
Notwithstanding
the foregoing, an optionee who owns, directly or indirectly, more than ten
percent of the total combined voting power of all classes of our stock, referred
to in this proxy statement as a 10% Owner, may not be granted an incentive stock
option at less than 110% of the fair market value of the common stock on the
date the option is granted. Any incentive stock option granted to a 10% Owner
must by its terms be exercisable within five years from the date it is
granted.
The
aggregate fair market value (determined at the time the option was granted) of
the shares with respect to which incentive stock options are exercisable for the
first time by an optionee during any calendar year (under all of our and our
affiliates’ incentive stock option plans) shall not exceed
$100,000. Any amounts exceeding this limit are treated as
non-qualified stock options.
Automatic Grant of Options to Non-Employee
Directors
. The 2002 Plan grants to our non-employee directors, without
necessity of action by the board of directors or the compensation committee, as
the case may be, a non-qualified option to purchase 5,000 shares of common stock
on the date such non-employee director first becomes a member of the board of
directors, at an exercise price equal to the fair market value of such stock on
the date of grant. In addition, the 2002 Plan grants to our non-employee
directors, without necessity of action by the board of directors or the
compensation committee, as the case may be, a non-qualified option under the
2002 Plan to purchase 15,000 shares of common stock each year, at an exercise
price equal to the fair market value of such stock on the date of grant. Such
options are exercisable from the date of grant until the date that is the tenth
anniversary of the date of grant, unless earlier terminated in accordance with
the provisions of the 2002 Plan. Options granted to non-employee directors under
the 2002 Plan conform in all respects to the terms of the 2002
Plan.
Termination of Employment, Assignment and Other
Limitations
. In the event that an optionee during his or her lifetime
ceases to be one of our directors, employees, or consultants or of any one of
our affiliates for any reason other than death or total disability, any option
or unexercised portion thereof which is exercisable on the date the optionee
ceases employment shall expire on the date which is three months following the
date the optionee ceases to be one of our directors, employees, or consultants
or of one of our subsidiaries (or such earlier date as set forth in the option
agreement). In the event of the death of an optionee while he is one of our
directors, employees, or consultants or of one of our subsidiaries, or while the
option is still the exercisable, the option may be exercised (to the extent the
optionee would have been entitled to do so) by a legatee or legatees of the
optionee under his last will or by his personal representative or
representatives at any time within 18 months (or one year for incentive stock
options) after death. In the event of the optionee’s service as
one of our directors, employees, or consultants or of one of our subsidiaries
terminates as a result of his or her total disability, the option may be
exercised within one year after termination (or such earlier date as set forth
in the option agreement).
No option
shall be assignable or transferable by the optionee except by will or by the
laws of descent and distribution. During the lifetime of the optionee, the
option shall be exercisable only by him or her.
An
optionee shall have no rights as a shareholder with respect to any shares
covered by an option until the date of issuance of the stock certificate to the
optionee for such shares. Except as otherwise specifically provided in the 2002
Plan, no adjustments shall be made for cash dividends or other rights for which
the record date is prior to the date such stock certificate is
issued.
Adjustment of Shares
. In the event that
dividends are payable in our common stock or in the event there are splits,
subdivisions or combinations of shares of our common stock, the 2002 Plan
provides that a proportionate adjustment will be made in the number of shares
available under each award issued under the 2002 Plan, and, as to options then
outstanding, a proportionate adjustment to the number of shares subject to the
option and to the purchase price per share.
After any
merger of one or more corporations into us, any merger of us into another
corporation, any consolidation of us and one or more corporations, or any other
corporate reorganization of any form involving us as a party thereto involving
any exchange, conversion, adjustment or other modification of the outstanding
shares, each participant shall, at no additional cost, be entitled, upon any
exercise of his award, to receive (subject to any required action by
shareholders), in lieu of the number of shares as to which the award shall then
be so exercised, the number and class of shares of stock or other securities or
any other property to which the participant would have been entitled pursuant to
the terms of the agreement of merger, consolidation or other reorganization if,
at the time of the merger, consolidation or other reorganization, the
participant had been a holder of record of the number of shares equal to the
number of shares as to which the award shall then be so exercised.
In the
event of a dissolution or liquidation of us, all outstanding awards shall
terminate immediately prior to such event. In the event of (i) a sale, lease or
other disposition of all or substantially all of the assets of us, (ii) a merger
or consolidation in which we are not the surviving corporation or (iii) a
reverse merger in which we are the surviving corporation but our shares of
common stock outstanding immediately preceding the merger are converted by
virtue of the merger into other property, whether in the form of securities,
cash or otherwise, then any surviving corporation or acquiring corporation shall
assume any awards outstanding under the 2002 Plan or shall substitute similar
stock awards (including an award to acquire the same consideration paid to the
shareholders in the transaction) for those outstanding under the 2002 Plan. In
the event any surviving corporation or acquiring corporation refuses to assume
such awards or to substitute similar stock awards for those outstanding under
the 2002 Plan, then with respect to stock awards held by participants whose
continuous service has not terminated, the vesting of such stock awards (and, if
applicable, the time during which such stock awards may be exercised) shall be
accelerated in full, and the awards shall terminate if not exercised (if
applicable) at or prior to such event. With respect to any other awards
outstanding under the 200 Plan, such awards shall terminate if not exercised (if
applicable) prior to such event.
Amendment and Termination of the
2002 Plan.
The board of directors may at any time and from time to time
terminate, modify or amend the 2002 Plan in any respect, except that without
shareholder approval the board of directors may not (1) increase the aggregate
number of shares for which incentive stock options may be granted under the 2002
Plan, (2) modify the requirements as to the class of employees eligible to
receive incentive stock options, (3) increase the benefits accruing to eligible
directors and employees, (4) remove the administration of the 2002 Plan from the
committee, or (5) reduce the amount of any benefit or adversely change the terms
and conditions thereof.
The
termination or any modification or amendment of the 2002 Plan shall not, without
the consent of a participant, affect his or her rights under an award or right
previously granted to him or her. With the consent of the participant affected,
the board of directors may amend outstanding award agreements in a manner not
inconsistent with the 2002 Plan. Without employee consent the board of directors
may at any time and from time to time modify or amend outstanding option
agreements in such respects as it shall deem necessary in order that options
granted thereunder shall comply with the appropriate provisions of the Code, and
regulations thereunder which are in effect from time to time respecting
“qualified incentive options.”
Federal Income Tax
Consequences of 2002 Plan
Incentive Stock Options.
All
incentive options granted or to be granted under the 2002 Plan which are
designated as incentive stock options are intended to be incentive stock options
as defined in Section 422 of the Code.
Under the
provisions of Section 422 of the Code, neither the holder of an incentive stock
option nor we will recognize income, gain, deduction or loss upon the grant or
exercise of an incentive stock option. An optionee will be taxed only when the
stock acquired upon exercise of his incentive stock option is sold or otherwise
disposed of in a taxable transaction. If at the time of such sale or disposition
the optionee has held the shares for the required holding period (two years from
the date the option was granted and one year from the date of the transfer of
the shares to the optionee), the optionee will recognize long-term capital gain
or loss, as the case may be, based upon the difference between his exercise
price and the net proceeds of the sale. However, if the optionee disposes of the
shares before the end of such holding period, the optionee will recognize
ordinary income on such disposition in an amount generally equal to the lesser
of:
(a) gain
on the sale or other disposition; or
(b) the
amount by which the fair market value of the shares on the date of exercise
exceeded the option exercise price, with any excess gain being capital gain,
long-term or short-term, depending on whether or not any shares used in the
exercise had previously been held for more than one year on the date of sale or
other taxable disposition.
The
foregoing discussion and the reference to capital gain or loss treatment therein
assume that the option shares are a capital asset in the hands of the optionee.
A sale or other disposition that results in the recognition of ordinary income
to the optionee will also result in a corresponding income tax deduction for
us.
The Plan permits a participant to pay
all or part of the purchase price for common shares acquired pursuant to
exercise of an ISO by transferring to the Company other shares of the Company
common stock owned by the participant, and Code Section 422 provides that an
option will continue to be treated as an incentive stock option if it is
exercised in such manner. Upon the exchange, and except as otherwise
described herein, no gain or loss is recognized by the participant upon
delivering previously acquired common shares to the Company as payment of the
exercise price. The common shares received by the participant, equal
in number to the previously acquired common shares exchanged therefore, will
have the same basis and holding period for long-term capital gain purposes as
the previously acquired common shares. The participant, however, will
not be able to utilize the prior holding period for the purpose of satisfying
the ISO statutory holding period requirements. Common shares received
by the participant in excess of the number of previously acquired common shares
will have a basis of zero (plus, in the case of payment of the purchase price in
a combination of cash and surrendered shares, the amount of any cash paid) and a
holding period which commences as of the date the common shares are transferred
to the optionee upon exercise of the ISO. If the exercise of any ISO
is effected using common shares previously acquired through the exercise of an
ISO, the exchange of the previously acquired common shares will be considered a
disposition of the common shares for the purpose of determining whether a
Disqualifying Disposition has occurred and, thus, whether ordinary income will
be recognized. In such case, the participant’s basis in the number of
new common shares so acquired that is equal to the number of common shares
surrendered will be equal to the participant’s cost basis in the common shares
surrendered plus the amount of ordinary income, if any,
recognized. The participant’s basis in the additional number of new
common shares received will be zero plus, in the case of payment of the purchase
price in a combination of cash and surrendered common shares, the amount of any
cash paid. However, the incentive stock option stock acquired through the
exchange of statutory option stock will still qualify for favorable tax
treatment under Code Section 422
.
Section
424(c)(3) of the Code provides that if “statutory option stock” is transferred
in connection with the exercise of an incentive stock option, and if the holding
period requirements under Section 422(a)(1) of the Code are not met with respect
to such statutory option stock before such transfer, then ordinary income will
be recognized as a result of the transfer of statutory option stock. However,
the incentive stock option stock acquired through the exchange of statutory
option stock will still qualify for favorable tax treatment under Section 422 of
the Code.
The
excess of the fair market value of shares acquired through the exercise of an
incentive stock option over the exercise price is taken into account in
computing an individual taxpayer’s alternative minimum taxable income. Thus, the
exercise of an incentive stock option could result in the imposition of an
alternative minimum tax liability.
In
general, an option granted under the 2002 Plan that is designated as an
incentive stock option would be taxed as described above. However, in some
circumstances an option that is designated as an incentive stock option will be
treated as a non-qualified stock option and the holder taxed accordingly. For
example, a change in the terms of an option that gives the employee additional
benefits may be treated as the grant of a new option. Unless all the criteria
for treatment as an incentive stock option are met on the date the “new option”
is considered granted (such as the requirement the option be granted only to an
employee), the option will be treated and taxed as a non-qualified stock
option.
Non-Qualified Stock Options
. All options
granted or to be granted under the 2002 Plan which do not qualify as incentive
stock options are non-statutory options not entitled to special tax treatment
under Section 422 of the Code. The Plan requires that all
non-statutory options will have an exercise price equal to not less than 100% of
the fair market value of the common stock on the date of the grant of the
option.
A
participant in the 2002 Plan will recognize taxable income upon the grant of a
non-qualified stock option only if such option has a readily ascertainable fair
market value as of the date of the grant. However, under the
applicable Treasury Regulations, the non-qualified stock options issued under
the 2002 Plan will not have a readily ascertainable fair market value unless at
the time such options are granted we have similar options actively traded on an
established market. We presently have no such actively traded
options.
Upon the
exercise of a non-qualified stock option not having a readily ascertainable fair
market value, the optionee recognizes ordinary income in an amount equal to the
excess of the fair market value of the shares on the date of exercise over the
option exercise price for those shares. We are not entitled to an income tax
deduction with respect to the grant of a non-statutory stock option or the sale
of stock acquired pursuant thereto. We generally are permitted a deduction equal
to the amount of ordinary income the optionee is required to recognize as a
result of the exercise of a non-statutory stock option.
If a
participant pays the exercise price, in whole or in part, with previously
acquired common shares, the participant will recognize ordinary income in the
amount which the fair market value of the common shares received exceeds the
exercise price. The participant will not recognize the gain or loss
upon delivering the previously acquired common shares to the
Company. Common shares received by a participant, equal in number to
the previously acquired common shares exchanged therefore, will have the same
basis and holding period for long-term capital gain purposes as the previously
acquired common shares. Common shares received by a participant in
excess of the number of such previously acquired common shares will have a basis
equal to the amount of ordinary compensation income recognized as the result of
the exercise of the option plus, in the case of payment of the purchase price in
a combination of cash and surrendered shares, the amount of any cash
paid. The holding period for the additional common shares will
commence as of the date of exercise or such other relevant date.
Stock Bonus Award
. Unless, at
the time of grant, a stock bonus is subject to a substantial risk of forfeiture
and is not transferable free of such a risk of forfeiture, the recipient of a
stock bonus will recognize ordinary income equal to (i) the excess of the fair
market value of such stock bonus on the date of grant over (ii) the price, if
any, paid for such stock bonus. If, however, at the time of grant, the stock
bonus is subject to a substantial risk of forfeiture and is not transferable
free of such a risk of forfeiture, the tax consequences of the receipt of the
stock bonus will be as described below under the heading “Restricted
Stock.”
Restricted Stock
. Generally,
and except as noted below, the grant of restricted stock is not taxable at the
time of the grant. Instead, at the time restricted stock vests (i.e., it becomes
free of a substantial risk of forfeiture) or becomes transferable free of a
substantial risk of forfeiture, a participant will recognize ordinary income
equal to (i) the excess of the fair market value of such restricted stock on the
date the shares vest or become transferable over (ii) the price, if any, paid
for such restricted stock. An employee may, however, elect to recognize income
as of the date of grant of the restricted stock, in an amount equal to (i) the
excess of the fair market value of the restricted stock on the date of grant
over (ii) the price, if any, paid for the restricted stock. If such an election
is made, no additional income will be recognized at the time the stock vests or
becomes transferable. In the event of a subsequent forfeiture of the shares, an
employee making such an election may be able to recognize a capital loss with
respect to the amount, if any, paid for such restricted stock, but only to the
extent such amount exceeds the amount realized by such employee on such
forfeiture. The employee will not be able to recognize a loss for tax purposes
with respect to the excess of fair market value over the purchase price which
was previously included in income. Dividends paid on the shares of restricted
stock before they vest will be taxed to the participant either as additional
compensation or, if the participant has made the election described above, as
dividend income.
In most
cases, the basis in shares acquired upon exercise of a non-qualified option or
upon an award of a stock bonus or restricted stock will be equal to the fair
market value of the shares on the participant’s income recognition date, and the
holding period for determining gains and losses on a subsequent disposition of
such shares will begin on such date.
As a
general rule, we will be entitled to a deduction for federal income tax purposes
at the same time and in the same amount that an employee recognizes ordinary
income from awards granted under the 2002 Plan (including the recognition of
ordinary income as the result of a holder of stock obtained through exercise of
an incentive stock option disposing of such stock prior to the expiration of the
required holding period), to the extent such income is considered reasonable
compensation under the Code and generally provided that we comply with the
reporting requirements applicable to the ordinary income recognized by the
participant. We will not, however, be entitled to a deduction with respect to
payments to employees that are contingent upon a change of control if such
payments are deemed to constitute “excess parachute payments” pursuant to
Section 280G of the Code and do not qualify as reasonable compensation for
service rendered pursuant to that Section. In addition, such payment will
subject the recipient to a 20% excise tax. We also may not be entitled to a
deduction with respect to payments to certain employees to the extent that the
total remuneration of such employee is found to be excessive under Section
162(m) of the Code.
General.
The 2002 Plan is not
qualified under Section 401(a) of the Code and is not subject to the provisions
of the Employee Retirement Income Security Act of 1974.
The
preceding discussion is based upon federal tax laws and regulations in effect on
the date of this Proxy Statement, which are subject to change, and upon an
interpretation of the statutory provisions of Section 422 of the Code, its
legislative history and related income tax regulations. Furthermore, the
foregoing is only a general discussion of the federal income tax consequences of
the 2002 Plan and does not purport to be a complete description of all federal
income tax aspects of the 2002 Plan. Option holders may also be subject to state
and local taxes in connection with the grant or exercise of options granted
under the 2002 Plan and the sale or other disposition of shares acquired upon
exercise of the options.
Impact of Section 409A of
the Internal Revenue Code
The tax
consequences described above under “Federal Income Tax Consequences” may be
impacted by the Congress’ adoption of Section 409A of the Internal Revenue Code,
which became effective January 1, 2005 and generally applies to (i) all awards
granted after December 31, 2004, and (ii) the portion of any awards granted
prior to January 1, 2005 which had not yet vested as of December 31,
2004. If an award violates Section 409A the affected participant’s
award and all similar awards of the affected participant made under other
similar plans or arrangements of the Company, plus related earnings on such
awards, for that year and all preceding years, will be includible in the
participant’s gross income to the extent the amounts are not subject to a
substantial risk of forfeiture. In addition, the participant will be
charged interest (generally from the date that the award vests) at the IRS
underpayment rate plus one percent, plus an additional tax equal to 20 percent
of the compensation that is required to be included in gross
income. Plans are required to be amended to comply with Section 409A
by December 31, 2007.
The terms
of the Plan are intended to comply with the requirements of Section
409A. However, the statutory language of Section 409A is somewhat
ambiguous, and the proper application of certain of its provisions is currently
unclear despite the issuance of final regulations by the
Treasury. The Treasury has indicated that it intends to issue
additional guidance in the future further clarifying the application of Section
409A. The Company intends to amend the Plan, if and as necessary, to
conform its previsions to the requirements of Section 409A as clarified in that
additional guidance.
The
board of directors recommends that our shareholders vote “FOR” the approval of
the amendment of the 2002 Equity Incentive Plan.
Proposal
No. 5: Ratification of Appointment of Independent Auditors
The board
of directors, upon the recommendation of the audit committee, has appointed
Marcum LLP to serve as our independent auditors for the year ending December 31,
2009, subject to ratification of this appointment by our shareholders. Marcum
LLP is considered by management to be well qualified. We have been advised by
Marcum LLP that neither it nor any of its members has any financial interest,
direct or indirect, in either us or any of our subsidiaries in any
capacity. A representative of Marcum LLP will be available
telephonically for the annual meeting and will be available to respond to
appropriate questions.
Audit Fees.
The
aggregate fees billed by Marcum LLP for professional services amounted to
$108,707 and $119,502 for the audits of the Company’s annual financial
statements for the years ended December 31, 2008 and 2007, respectively, which
services includes the cost of the reviews of the Company’s condensed
consolidated financial statements included in the Company’s Forms 10-Q for 2008
and 2007.
Audit-Related
Fees
. There were no fees charged during 2008 and 2007 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 2008 or 2007.
All Other
Fees.
There were no fees charged during 2008 and 2007 for
other services.
All fees
paid to Marcum LLP were, and will continue to be, approved by the audit
committee in accordance with our audit committee charter prior to commencement
of work.
The
board of directors recommends that our shareholders vote “FOR” ratification of
the appointment of Marcum LLP as our independent auditors.
CORPORATE
GOVERNANCE AND BOARD MATTERS
Board
Composition
Our bylaws 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 a one-year term. The board presently consists of
Dallas S. Clement, Adam D. Senter, and Lee D. Wilder, and Oliver M. Cooper,
III. Mr. Senter will not seek re-election at the annual meeting and
the board of directors has fixed the number of directors at three as of the
annual meeting date. He will continue to serve until the annual
meeting. All members of the board of directors, with the exception of
Mr. Cooper, are independent, as defined in Rule 4200(a)(15) of the listing
standards of the Nasdaq Stock Market, Inc. Biographical information
regarding these directors is set forth under the caption entitled “Proposal No.
1: Election of Directors.”
Meetings
of the Board of Directors
During
2008, the Board of Directors met four times. Each current director,
with the exception of Mr. Cooper, who joined the Board in July 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. We did not hold an
annual meeting in 2008.
Committees
of the Board of Directors
Our board
of directors has standing audit and compensation committees. The board of
directors does not have a standing nominating committee, such function being
reserved to the full board of directors. We do not have a formal policy
regarding board members’ attendance at annual meetings. Three board
members attended our last annual meeting.
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 2008. 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.
We do not
have a nominating committee. The director selection and review are
conducted by the entire board of directors. We believe 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 our
directors for between two and thirteen years. We believe 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 2010 annual meeting should submit their proposals in accordance with the
timeframe and procedures set forth in the paragraph entitled “Shareholder
Proposals for 2010
Annual
Meeting.”
Shareholder
Communications with the Board
The board of directors has implemented
a process for shareholders to send communications to the board. Any
shareholder desiring to communicate with the board, or with specific individual
directors, may do so by writing to our Secretary at the address of our principal
executive offices, who has been instructed by the board to promptly forward all
such communications to the board or such individual directors.
Shareholder
Proposals for 2010 Annual Meeting
The
deadline for submission of shareholder proposals for inclusion in our proxy
statement for the 2010 annual meeting of shareholders is December 28,
2009. Additionally, we must receive notice of any shareholder
proposal to be submitted at the 2010 annual meeting of shareholders (but not
required to be included in our proxy statement) by February 22, 2010, or such
proposal will be considered untimely and the persons named in the proxies
solicited by our board of directors may exercise discretionary voting authority
with respect to such proposal.
No
Family Relationships Among Directors and Officers
There are
no family relationships between any of our directors or executive
officers.
AUDIT
COMMITTEE REPORT
The audit
committee has reviewed and discussed our 2008 audited financial statements with
management. The audit committee has discussed with the independent
auditors the matters required to be discussed by Statement on Auditing Standards
No. 61, as amended (Communication with audit committees), other standards of the
Public Company Accounting Oversight Board, and other rules of the
SEC. The audit committee has received the written disclosures and the
letter from the independent auditors required by Independence Standards Board
Standard No. 1 (Discussions with Audit Committees), and has discussed with the
independent accountant the independent accountant’s
independence. Based on the review and discussions referred to above,
the audit committee recommended to the board of directors that the audited
financial statements be included in our annual report on Form 10-K for 2008 for
filing with the SEC.
|
Respectfully
submitted,
The
Audit Committee
Ms.
Lee D. Wilder
Mr.
Dallas S. Clement
Mr.
Adam D. Senter
|
CODE
OF ETHICS
We
adopted a code of ethics for our executive officers in May 2006 and the code of
ethics is available on our website at www.simtrol.com.
DIRECTOR
COMPENSATION
We do not
presently provide any cash compensation to directors for their services as
directors. Each of our non-employee directors receives an automatic
grant of options to purchase, at an exercise price equal to the fair market
value at the date of the grant, 15,000 shares of our common stock each year
under the terms of our stock option plan. 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) $200 for
each committee meeting attended in person or by telephone
conference. These fees are paid as of the last day of each fiscal
quarter, in shares of our common stock, with such shares valued based on the
most recent closing trading price of our common stock on the Over-the-Counter
Bulletin Board as of the last day of each fiscal quarter.
Additionally, all new non-employee
directors receive a one-time grant of an option to purchase 5,000 shares of our
common stock at an exercise price equal to the fair market value of the stock on
the date of the grant. The options expire, unless previously
exercised or terminated, ten years from the date of the grant.
DIRECTOR COMPENSATION DURING 2008
|
|
Name
|
|
Stock Awards ($)(1)
|
|
|
Option Awards ($)
|
|
|
Total ($)
|
|
Dallas
Clement
|
|
$
|
1,950
|
|
|
$
|
45,162
|
|
|
$
|
47,112
|
|
Adam
Senter
|
|
$
|
1,950
|
|
|
$
|
21,075
|
|
|
$
|
23,025
|
|
Lee
D. Wilder
|
|
$
|
1,950
|
|
|
$
|
36,129
|
|
|
$
|
38,079
|
|
|
1)
|
Each
director received 5,792 shares of restricted common stock for board
meeting attendance during the year.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND
MANAGEMENT
The
following table sets forth certain information as of October 31, 2009 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
|
|
|
338,457
|
(2)
|
|
|
2.7
|
%
|
Adam
D. Senter
|
|
|
145,262
|
(3)
|
|
|
1.2
|
%
|
Lee
D. Wilder
|
|
|
383,667
|
(4)
|
|
|
3.0
|
%
|
Oliver
M. Cooper III
|
|
|
1,596,417
|
(5)
|
|
|
11.6
|
%
|
Stephen
N. Samp
|
|
|
224,200
|
(6)
|
|
|
1.8
|
%
|
Sharon
Carr
|
|
|
1,062,181
|
(7)
|
|
|
8.5
|
%
|
Edward
S. Redstone
|
|
|
5,924,902
|
(8)
|
|
|
34.7
|
%
|
Vikas
Group, Inc
|
|
|
1,869,685
|
(9)
|
|
|
13.4
|
%
|
Hetesh
Ranchod
|
|
|
682,031
|
(10)
|
|
|
5.3
|
%
|
Rakesh
Ranchod
|
|
|
672,431
|
(11)
|
|
|
5.2
|
%
|
Triton
Value Partners
|
|
|
1,120,000
|
(12)
|
|
|
9.1
|
%
|
Donald
B. Gasgarth
|
|
|
1,590,025
|
(13)
|
|
|
11.7
|
%
|
Paul
Freischlag, Jr.
|
|
|
729,516
|
(14)
|
|
|
5.6
|
%
|
|
|
|
|
|
|
|
|
|
Vestal
Venture Capital
|
|
|
6,847,214
|
(15)
|
|
|
37.1
|
%
|
Marc
and Margaret Gorlin
|
|
|
1,384,158
|
(16)
|
|
|
10.2
|
%
|
ADEC
Private Equity Investments LP
|
|
|
2,840,400
|
(17)
|
|
|
19.0
|
%
|
Petit
Investments, LP
|
|
|
2,120,000
|
(18)
|
|
|
14.9
|
%
|
Cox
Road Partners LLLP
|
|
|
3,392,000
|
(19)
|
|
|
22.0
|
%
|
Frank
Bishop
|
|
|
2,395,984
|
(20)
|
|
|
16.6
|
%
|
All
directors and executive officers as a group (5 persons)
|
|
|
2,688,003
|
|
|
|
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 86,405 shares owned directly, 62,000 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 55,262 shares held directly and 90,000 options that are exercisable
within 60 days.
|
(4)
|
Consists
of 23,667 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.
|
(5)
|
Consists
of 60,417 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 1,000,000 options that are exercisable
within 60 days.
|
(6)
|
Consists
of 224,200 shares of common stock subject to stock options that are
exercisable within 60 days.
|
(7)
|
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.
|
(8)
|
Consists
of 1,089,550 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, 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 1065 avenue of the
Americas, New York, NY 10018.
|
(9)
|
Consists
of 165,741 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 3730 Schooner Ridge,
Alpharetta, GA 30005.
|
(10)
|
Consists
of 82,031 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 3730 Schooner Ridge,
Alpharetta, GA 30005.
|
(11)
|
Consists
of 72,431 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 1645 Morningdale
Circle, Duluth, GA 30097.
|
(12)
|
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.
|
(13)
|
Consists
of 238,041 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.
|
(14)
|
Consists
of 49,089 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.
|
(15)
|
Consists
of 623,214 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.
|
(16)
|
Consists
of 110,158 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.
|
(17)
|
Consists
of 160,800 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. ADEC’s business address is 172 South Ocean
Blvd., Palm Beach, FL 33480
|
(18)
|
Consists
of 120,000 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.
|
(19)
|
Consists
of 192,000 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.
|
(20)
|
Consists
of 104,648 shares held directly, 100,000 shares of common stock subject to
presently exercisable common stock purchase warrants, 842,000 shares of
common stock subject to conversion of certain convertible preferred stock,
and 61,483 shares of common stock subject to conversion of certain
convertible notes payable. Also includes 65,520 shares, 611,000
shares of common stock subject to presently exercisable common stock
purchase warrants, 546,000 shares of common stock subject to conversion of
certain convertible preferred stock, and 33,333 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.
|
SECTION
16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section
16(a) of the Securities Exchange Act of 1934 requires our directors, executive
officers and persons who own more than 10% of our outstanding common stock to
file with the Securities and Exchange Commission reports of changes in ownership
of our common stock held by such persons. Officers, directors and
greater than 10% shareholders are also required to furnish us with copies of all
forms they file under this regulation. To our knowledge, based solely
on a review of the copies of such reports furnished to us and representations
that no other reports were required, during the year ended December 31, 2008,
all Section 16(a) filing requirements applicable to our officers, directors and
greater than 10% shareholders were complied with.
EXECUTIVE
OFFICERS
Executive
officers are appointed by, and hold office at the pleasure of, the board of
directors. Our executive officers are as follows:
Name
|
|
Position Held
|
|
|
|
|
|
Oliver
M. Cooper, III
|
|
President
and Chief Executive Officer
|
|
Stephen
N. Samp
|
|
Chief
Financial Officer and Secretary
|
|
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 us in April 2002 as Chief Financial Officer and Secretary. From February
2001 until March 2002 he served as an independent finance 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.
EXECUTIVE
COMPENSATION
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
Mr.
Cooper’s annual base salary upon his hiring in May 2008 was $156,000 and he
received a base salary in the amount of $96,000 as compensation for his services
as the Chief Executive Officer of the Company during 2008. Mr. Cooper
was granted non-qualified stock options to purchase 2,000,000 shares on June 19,
2008, in accordance with our 2002 Equity Incentive Plan, with
exercise prices equal to or greater than the fair value of our common stock on
that date and three-year vesting period, with vesting occurring
monthly. Mr. Samp received a base salary in the amount of $129,250 as
compensation for his services as the Chief Financial Officer of the Company
during 2008. Mr. Samp was granted non-qualified stock options to
purchase 25,500 shares of stock on April 11, 2008 with a one-year vesting period
and options to purchase 75,000 shares of stock on December 11, 2008 with vesting
on the anniversary date of the grant at the rate of 33%, 33%, and 34%
annually. The exercise prices were equal to or greater than the
fair value of our common stock on those dates. The board of directors
considers stock options to be a vital portion of an executive officer’s
compensation and annually reviews and approves grants to executive officers upon
review by the independent directors of the board. In June 2009,
Messrs. Cooper and Samp reduced their base salaries by 10% each and in August
2009, each reduced their salaries by an additional 44% in order to reduce the
Company’s cash used from operations. These salary levels will
continue until business conditions and company performance, as determined by the
Board of Directors, is sufficient to allow their salaries to increase at future
dates. No amounts are, or will be due, to Messrs. Cooper or Samp for
previous salary reductions.
The
following table provides certain summary information for 2008 concerning
compensation paid or accrued by us to or on behalf of our executive
officers:
|
|
SUMMARY COMPENSATION TABLE
|
|
Name and principal position
|
|
Year
|
|
Salary ($)
|
|
|
Bonus ($)
|
|
|
Option Awards ($)
|
|
|
Total ($)
|
|
Oliver Cooper, President
and Chief Executive Officer (1)
|
|
2008
|
|
$
|
96,000
|
|
|
|
-
|
|
|
$
|
100,069
|
|
|
$
|
196,069
|
|
Richard
Egan – Former President and Chief Executive Officer (1)(2)
|
|
2008
|
|
$
|
104,523
|
|
|
|
-
|
|
|
$
|
104,591
|
|
|
$
|
209,114
|
|
|
|
2007
|
|
$
|
148,454
|
|
|
|
-
|
|
|
$
|
61,557
|
(3)
|
|
$
|
210,011
|
|
|
|
2006
|
|
$
|
137,800
|
|
|
|
|
|
|
$
|
41,719
|
(3)
|
|
$
|
179,519
|
|
Stephen Samp - Chief Financial Officer (4)
|
|
2008
|
|
$
|
129,250
|
|
|
$
|
1,198
|
|
|
$
|
29,563
|
|
|
$
|
160,011
|
|
|
|
2007
|
|
$
|
125,580
|
|
|
$
|
1,265
|
|
|
$
|
28,862
|
(3)
|
|
$
|
155,707
|
|
|
|
2006
|
|
$
|
121,900
|
|
|
|
-
|
|
|
$
|
35,494
|
(3)
|
|
$
|
157,394
|
|
|
(1)
|
Mr.
Cooper was hired as the Chief Executive Officer of Simtrol on May 12, 2008
at an annual salary of $156,000. Mr. Egan was the Company’s
Chief Executive Officer until May 9, 2008. Following the salary reductions
during June and August 2009 noted previously, Mr. Cooper’s annual salary
is currently $78,000.
|
|
(2)
|
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.
|
|
(3)
|
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.
|
|
(4)
|
Mr.
Samp’s salary was $130,603 prior to the reductions during 2009 noted
previously. Following the salary reductions during June and August 2009
noted previously, Mr. Samp’s annual salary is currently
$65,302.
|
OUTSTANDING EQUITY AWARDS AT 2008 FISCAL YEAR-END
|
OPTION AWARDS
|
Name
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
|
Equity Incentive Plan
Awards: Number of
Securities Underlying
Unexercised
Unearned
Options
(#)
|
|
|
Option
Exercise
Price
($)
|
|
Option
Expiration
Date
|
Oliver
Cooper
|
|
|
125,000
|
|
|
|
|
625,000
|
(1)
|
|
$
|
0.375
|
|
6/19/2018
|
|
|
|
125,000
|
|
|
|
|
625,000
|
(1)
|
|
$
|
0.75
|
|
6/19/2018
|
|
|
|
83,333
|
|
|
|
|
416,667
|
(1)
|
|
$
|
1.25
|
|
6/19/2018
|
Richard
Egan
|
|
|
37,500
|
|
|
|
|
12,500
|
(2)
|
|
$
|
0.90
|
|
5/01/2010
|
|
|
|
37,500
|
|
|
|
|
12,500
|
(3)
|
|
$
|
0.55
|
|
5/01/2010
|
|
|
|
7,500
|
|
|
|
|
3,750
|
(4)
|
|
$
|
0.48
|
|
5/01/2010
|
|
|
|
132,000
|
|
|
|
|
268,000
|
(5)
|
|
$
|
0.375
|
|
5/01/2010
|
|
|
|
66,000
|
|
|
|
|
66,000
|
(6)
|
|
$
|
0.80
|
|
5/01/2010
|
|
|
|
0
|
|
|
|
|
37,500
|
(7)
|
|
$
|
0.53
|
|
5/01/2010
|
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
|
|
|
|
33,750
|
|
|
|
|
11,250
|
(8)
|
|
$
|
0.90
|
|
7/20/2015
|
|
|
|
33,750
|
|
|
|
|
11,250
|
(9)
|
|
$
|
0.55
|
|
11/7/2015
|
|
|
|
7,500
|
|
|
|
|
7,500
|
(10)
|
|
$
|
0.48
|
|
8/23/2016
|
|
|
|
12,375
|
|
|
|
|
25,125
|
(11)
|
|
$
|
0.375
|
|
1/30/2017
|
|
|
|
6,600
|
|
|
|
|
13,400
|
(12)
|
|
$
|
0.80
|
|
12/10/2017
|
|
|
|
|
|
|
|
|
25,500
|
(13)
|
|
$
|
0.53
|
|
04/11/2018
|
|
|
|
|
|
|
|
|
75,000
|
(14)
|
|
$
|
0.27
|
|
11/11/2018
|
|
(1)
|
Vesting
monthly over three-year period.
|
|
(2)
|
Vesting
date of July 21, 2009.
|
|
(3)
|
Vesting
date of December 8, 2009.
|
|
(4)
|
Vesting
dates of August 24, 2009.
|
|
(5)
|
Vesting
dates of January 31, 2009 (132,000), and January 31, 2010
(136,000).
|
|
(6)
|
Vesting
date of December 11, 2009.
|
|
(7)
|
Vesting
date of April 11, 2009.
|
|
(8)
|
Vesting
date of July 21, 2009.
|
|
(9)
|
Vesting
date of December 8, 2009.
|
|
(10)
|
Vesting
dates of August 24, 2009, and August 24, 2010 (3,750 each
date).
|
|
(11)
|
Vesting
dates of January 31, 2009 (12,375), and January 31, 2010
(12,750).
|
|
(12)
|
Vesting
dates of December 11, 2009 (6,600), and December 11, 2010
(6,800).
|
|
(13)
|
Vesting
date of April 11, 2009.
|
|
(14)
|
Vesting
dates of December 11, 2009 (24,750), December 11, 2010 (24,750) and
December 11, 2011 (25,500).
|
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, 2008,
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 December 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. 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, 2008,
options to purchase 7,414,200 shares of common stock were outstanding under the
2002 Plan.
TRANSACTIONS
WITH RELATED PERSONS
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.
OTHER
MATTERS
Other
Business
The board
of directors knows of no other matters to be brought before the annual
meeting. However, if other matters should come before the annual
meeting it is the intention of the persons named in the enclosed form of proxy
to vote the proxy in accordance with their judgment of what is in the best
interest of the Company.
|
By
Order of the Board of Directors,
/s/
Dallas S. Clement
Dallas
S. Clement, Chairman of the
Board
|
Norcross,
Georgia
December
9, 2009
EXHIBIT
A
CERTIFICATE
OF AMENDMENT
TO
THE
CERTIFICATE
OF INCORPORATION
OF
SIMTROL,
INC.
Pursuant to Sections 103 and 242 of the
General Corporation Law of the State of Delaware (the “General Corporation
Law”), the undersigned, being the duly elected President of Simtrol, Inc., a
corporation organized and existing under and by virtue of the General
Corporation Law (the “Company”), for purposes of amending the Certificate of
Incorporation of the Company, does hereby execute, acknowledge and file the
following:
I.
Resolved: That Section 5.01
of the Certificate of Incorporation, as heretofore added to or amended by
certificates filed pursuant to law, is amended to read in its entirety as
follows:
“5.01
Authorized
Shares
. The aggregate number of shares which the Company shall
have authority to issue is Four Hundred Ten Million
(410,000,000). Four Hundred Million (400,000,000 shall be designated
“Common Stock” and shall have a par value of $0.001. Ten Million
(10,000,000) Shares shall be designated “Preferred Stock” and shall have a par
value of $0.00025. All shares of the Company shall be issued for such
consideration, as expressed in dollars, as the Board of Directors may from time
to time determine.”
II.
That the foregoing amendment has been
duly adopted in accordance with the provisions of Section 242 of the General
Corporation Law.
IN WITNESS WHEREOF, the undersigned,
being the duly elected President of the Corporation, has caused this Certificate
of Amendment to be signed this _______ day of ,
2009.
|
SIMTROL,
INC.
|
|
|
|
By:
|
|
|
|
Oliver
M. Cooper, III,
President
|
EXHIBIT
B
AMENDMENT
TO
THE
2002
EQUITY INCENTIVE PLAN
OF
SIMTROL,
INC.
Resolved: That Section 4(A)
of the 2002 Equity Incentive Plan shall be amended as follow:
“4. SHARES SUBJECT TO
THE PLAN.
(A)
SHARE RESERVE. Subject to the provisions of Section 11 relating to
adjustments upon changes in Common Stock, the Common Stock that may be issued
pursuant to Stock Awards shall not exceed in the aggregate
Twenty Five million (25,000,000) shares of Common Stock.
II.
IN WITNESS WHEREOF, the undersigned,
being the duly elected President of the Corporation, has caused this Certificate
of Amendment to be signed this _______ day of ,
2009.
|
SIMTROL,
INC.
|
|
|
|
By:
|
|
|
|
Oliver
M. Cooper, III,
President
|
This Proxy is
solicited on behalf of the Board of Directors
of
SIMTROL,
INC.
The
undersigned revokes all previous proxies, acknowledges receipt of the Notice of
the 2009 Annual Meeting of shareholders to be held on December 30, 2009 and the
Proxy Statement for the 2009Annual Meeting, and appoints Oliver M. Cooper, III
and Stephen N. Samp, and each of them, the proxy of the undersigned, with full
power of substitution, to vote all shares of common stock of Simtrol, Inc. (the
“Company”), which the undersigned is entitled to vote at the 2009 Annual Meeting
of Stockholders of the Company to be held at 9:00 a.m. local time at the
Company’s offices at 520 Guthridge Ct. Suite 250, Norcross, GA 30092 (the
“Annual Meeting”), and at any adjournment or postponement thereof, with the same
force and effect as the undersigned might or could do if personally present
thereat. The shares represented by this proxy shall be voted by the
proxies in the manner set forth on the reverse side and with discretionary
authority with respect to any other business, not known or determined at the
time of the solicitation of this proxy that properly comes before the Annual
Meeting or any postponement or adjournment thereof.
|
(1)
|
To
elect three directors to serve for a term of one year and until their
successors are elected and
qualified:
|
|
o
FOR
all nominees listed below (except as indicated to the contrary
below)
|
|
o
WITHHOLD
authority to vote for all
nominees
|
|
Nominees:
|
Dallas
S. Clement, Lee D. Wilder, Oliver M. Cooper,
III
|
|
Instruction:
|
To
withhold authority to vote for one or more individual nominees, write the
nominee’s name in the following space:
______________________.
|
|
(2)
|
To
approve an increase in the authorized number of common shares from
100,000,000 to 400,000,000, as set forth in Exhibit A to the proxy
statement.
|
FOR
o
|
AGAINST
o
|
ABSTAIN
o
|
|
(3)
|
To
approve an increase in the authorized number of preferred shares from
800,000 to 10,000,000, as set forth in Exhibit A to the proxy
statement.
|
FOR
o
|
AGAINST
o
|
ABSTAIN
o
|
|
(4)
|
To
approve an amendment to the Company’s 2002 equity incentive plan to
increase the number of shares of common stock that may be issued under the
plan, to a maximum of 25,000,000 shares, as set forth in Exhibit B to the
proxy statement.
|
FOR
o
|
AGAINST
o
|
ABSTAIN
o
|
|
(5)
|
To
ratify the appointment of Marcum LLP as the Company’s independent auditors
for the fiscal year ending December 31,
2009.
|
FOR
o
|
AGAINST
o
|
ABSTAIN
o
|
|
(6)
|
To
transact such other business as may properly come before the meeting or
any adjournments or postponements
thereof.
|
Please
date and sign this Proxy exactly as name(s) appears on the mailing
label. Unless instructions to the contrary are indicated in the space
provided, this Proxy will be voted “FOR” election of the nominees named herein
and “FOR” proposals (2), (3), (4) and (5) described above.
NOTE: When
signing as an attorney, trustee, executor, administrator or guardian, please
give your title as such. If a corporation or partnership, give full
name of authorized officer. In the case of joint tenants, each joint
owner must sign.
|
x_____________________________________
|
|
|
Dated:
__________________, 2009
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x_____________________________________
|
|
|
|
Print Name(s):
__________________________
|
o
I plan
to attend the Annual Meeting.
o
I do
not plan to attend the Annual Meeting.
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