0000891554-01-505974.txt : 20011101
0000891554-01-505974.hdr.sgml : 20011101
ACCESSION NUMBER: 0000891554-01-505974
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20011023
ITEM INFORMATION: Other events
ITEM INFORMATION: Financial statements and exhibits
FILED AS OF DATE: 20011031
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: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-28720
FILM NUMBER: 1771418
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
8-K
1
d27214_8k.txt
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
----------
Date of Report (Date of earliest event reported): October 23, 2001
SALES ONLINE DIRECT, INC.
(Exact name of Registrant as Specified in Charter)
Delaware 0-28720 73-1479833
(State or other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
4 Brussels Street, Worcester, Massachusetts 01610
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (508) 791-6710
Item 5. Other Events.
On October 23, 2001, the Company entered into an agreement to acquire
Rotman Collectibles, Inc., a Massachusetts corporation ("Rotman Collectibles")
through the merger of Rotman Collectibles into a Delaware subsidiary corporation
to be formed and owned by the Company. Rotman Collectibles is in the business of
buying and selling movie posters dated generally from the early 1940s through
the early 1970s. As consideration for the merger, the Company will issue at
closing a $1,000,000 note to Leslie Rotman, the sole stockholder of Rotman
Collectibles. The note will be convertible into shares of the Company's common
stock. The transaction is expected to close in early November 2001. A copy of
the Press Release related to the agreement is attached as Exhibit 99.1.
The interest rate on the note will be six percent (6%), 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 the Company's common stock, 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. The Company will be obligated to file
a registration statement under the Securities Act of 1933, as amended, 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 assets of the Company will secure the note.
The consideration to be paid was based upon an independent appraisal of the
assets of Rotman Collectibles, consisting exclusively of the movie posters. The
Company 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 the Company's movie memorabilia
inventory.
The sole stockholder, director, and officer of Rotman Collectibles is
Leslie Rotman, who is the mother of Gregory Rotman, the Company's President,
Chief Executive Officer, and a director of the Company, and Richard S. Rotman,
the Company's Chief Financial Officer, Vice President, Secretary, and a director
of the Company. The Company believes that the terms of the transaction with
Leslie Rotman and Rotman Collectibles are fair and reasonable to the Company and
no less favorable than could have been obtained by an unaffiliated third party.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit 99.1 Press Release
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SALES ONLINE DIRECT, INC.
Date: October 30, 2001 By:/s/ Gregory Rotman
-----------------------------
Gregory Rotman, President and Chief
Executive Officer
Exhibit Index
Exhibit 99.1 Press Release
EX-99.1
3
d27214_ex99-1.txt
EXHIBIT 99.1
Exhibit 99.1 Press Release
SALES ONLINE DIRECT Agrees to ACQUIRe ROTMAN COLLECTIBLES, INC.
WORCESTER, Mass., October 30 /PRNewswire/ -- Sales OnLine Direct, Inc. (OTC
Bulletin Board: PAID - news; www.paid.com), announced that it has entered into
an agreement to acquire Rotman Collectibles, Inc. Rotman Collectibles, Inc. owns
a substantial collection of entertainment memorabilia, with more than 50,000
collectible items from the 1940's through the 1970's. The transaction is
expected to close in November 2001.
The agreement provides for the issuance of a $1 million note to convert into
shares of common stock at 80% of the closing bid price averages that floats with
the market. This decreases the potential for low cost stock to be placed into
the Company's public float.
The note carries a 6% interest rate while the holder's shares are not converted.
This interest rate based on today's lower interest rates makes it more
attractive for the holder to use a long-term investment strategy with respect to
the shares. The purchase price was based on an independent appraisal of the
assets of Rotman Collectibles, Inc.
Rotman Collectibles is owned and operated by Leslie Rotman, who is the mother of
the Company's President, and of the Company's Chief Financial Officer. "We are
thankful for the continued investment and willingness of our family to support
our Company. We expect the added inventory will boost revenues, reduce cash flow
needs and increase our broad customer base," stated Richard Rotman, the
Company's Chief Financial Officer.
Sales OnLine Direct comprises a network of affinity portals, print publications
and websites including; http://www.collectingchannel.com/,
http://www.maloneysonline.com/, http://www.rotmanauction.com/, dedicated to
antiques, collectibles, sports, entertainment, memorabilia and other
Internet-based content of special interest to collectors. The company also
assists sites such as EBAY INC (NasdaqNM:EBAY), AOL TIME WARNER (NYSE:AOL) by
providing the finest informational content for buyers and sellers of objects of
interest to collectors. In addition the company has continued to grow its
revenues by providing developing sites and providing hosting services. The
Company also provides application tools, like AI Pro (For more information
regarding Auction Inc Pro and to register for our limited beta program, please
visit http://www.paid.com/services.php?pg=services&nxt=9) both in and out of the
collectibles marketplace.
CONTACT:
Business Matters
Sales OnLine Direct, Inc.
508-791-6710
Investor Relations
Dennis Evanson
719-534-0292
or
Visit our Corporate website at www.paid.com
This Press Release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 that are based upon current expectations or beliefs, as
well as a number of assumptions about future events, including matters related
to the acquisition of Rotman Collectibles, and the closing date for the
acquisition. Although the Company believes that the expectations reflected in
the forward-looking statements and the assumptions upon which they are based are
reasonable, it can give no assurance that such expectations and assumptions will
prove to have been correct. The reader is cautioned not to put undue reliance on
these forward-looking statements, as these statements are subject to numerous
factors and uncertainties, including without limitation, successful
implementation of the Company's business strategy and competition, any of which
may cause actual results to differ materially from those described in the
statements. In addition, other factors that could cause actual results to differ
materially are discussed in the Company's most recent filings, including Form
10-KSB, with the Securities and Exchange Commission.
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