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. Related News Categories: computers, earnings, Internet, publishing, software, telecom, retail, entertainment