0000891554-01-505945.txt : 20011031
0000891554-01-505945.hdr.sgml : 20011031
ACCESSION NUMBER: 0000891554-01-505945
CONFORMED SUBMISSION TYPE: 424B3
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20011029
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: SALES ONLINE DIRECT INC
CENTRAL INDEX KEY: 0001017655
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389]
IRS NUMBER: 731479833
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 424B3
SEC ACT: 1933 Act
SEC FILE NUMBER: 333-68826
FILM NUMBER: 1768415
BUSINESS ADDRESS:
STREET 1: 4 BRUSSELS STREET
STREET 2: SUITE 220
CITY: WORCESTER
STATE: MA
ZIP: 01610
BUSINESS PHONE: 5166254040
MAIL ADDRESS:
STREET 1: 7633 EAST 63RD PL
STREET 2: SUITE 220
CITY: TULSA
STATE: OK
ZIP: 74133
FORMER COMPANY:
FORMER CONFORMED NAME: ROSE INTERNATIONAL LTD
DATE OF NAME CHANGE: 19960627
FORMER COMPANY:
FORMER CONFORMED NAME: SECURITIES RESOLUTION ADVISORS INC
DATE OF NAME CHANGE: 19980814
424B3
1
d27204.txt
424 (B)(3)
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-68826
PROSPECTUS SUPPLEMENT NO. 1
(To the Prospectus dated September 7, 2001)
SALES ONLINE DIRECT, INC.
This prospectus supplement relates to the resale of shares of our common
stock by the selling shareholders. You should read this prospectus supplement in
conjunction with the prospectus dated September 7, 2001. This prospectus
supplement is incorporated by reference into the prospectus and all terms used
in this prospectus supplement have the same meaning assigned to them in the
prospectus.
On October 23, 2001, we entered into an agreement to acquire Rotman
Collectibles, Inc., through the merger of Rotman Collectibles into a Delaware
subsidiary corporation that we will form and own. Rotman Collectibles is in the
business of buying and selling movie posters dated generally from the early
1940s through the early 1970s. As payment for the business of Rotman
Collectibles, we will issue at closing a $1,000,000 convertible note to Leslie
Rotman, the sole stockholder of Rotman Collectibles. The transaction is expected
to close in early November, 2001.
The note will be issued at closing on substantially the same terms and
conditions as the note we issued to Augustine Fund, L.P. on March 23, 2000,
except that the interest rate will be six percent (6%) rather than eight percent
(8%), and the base price at which the note may be converted into shares of
common stock will be eighty percent (80%) of the market price of our common
stock, rather than seventy-three percent (73%), based on the average of the
closing bid price for the common stock for the five (5) trading days before the
conversion date. Interest payments, payable in shares of common stock or cash,
will begin March 31, 2002. We will be obligated to file a registration statement
under the Securities Act for the resale of the shares issuable upon conversion
of the note no later than 180 days after the date of the note. If the SEC does
not declare the registration statement effective within 240 days after the date
of the note, upon notice given by the holder of the note, the conversion price
could drop to as low as seventy percent (70%).
The issuance of the note to Leslie Rotman would have the same effect on our
common stock as with the issuance of the March 23, 2000 note. Like the March 23,
2000 note, the note will be secured by substantially all of our assets. No
warrants will be issued in connection with the note. See "Description of Our
Securities," page 26 of the Prospectus.
The purchase price was based upon an independent appraisal of the assets of
Rotman Collectibles, consisting exclusively of the movie posters. We will not
assume any known liabilities of Rotman Collectibles. Pursuant to the independent
appraisal, the assets have a retail appraised value substantially higher than
the principal amount of the note. Once acquired, the movie posters will
represent a large portion of our movie memorabilia inventory.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The sole stockholder, director, and officer of Rotman Collectibles is
Leslie Rotman, who is the mother of Gregory Rotman, our President, Chief
Executive Officer, and a director of our company, and Richard S. Rotman, our
Chief Financial Officer, Vice President, Secretary, and a director of our
company. We believe that the terms of the transaction with Leslie Rotman and
Rotman Collectibles are fair and reasonable to our company and no less favorable
than could have been obtained by an unaffiliated third party.
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. YOU SHOULD NOT PURCHASE OUR
COMMON STOCK UNLESS YOU CAN AFFORD TO LOSE YOUR ENTIRE INVESTMENT. SEE "RISK
FACTORS" BEGINNING ON PAGE 6 FOR CERTAIN INFORMATION THAT SHOULD BE CONSIDERED
BY PROSPECTIVE SHAREHOLDERS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THIS PROSPECTUS SUPPLEMENT IS PART OF THE PROSPECTUS AND MUST ACCOMPANY THE
PROSPECTUS TO SATISFY PROSPECTUS DELIVERY REQUIREMENTS UNDER THE SECURITIES ACT
OF 1933, AS AMENDED.
The date of this prospectus supplement is October 29, 2001.