-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UQAG2DLOWHd0P6RC1KiHcpAgys4YTDasAHITlWSYpJmigjNS6dI6Ds7Kyu41NDCa hvxo3oNSiQ8AfeG/NUQh0g== /in/edgar/work/20000724/0001089355-00-000402/0001089355-00-000402.txt : 20000921 0001089355-00-000402.hdr.sgml : 20000921 ACCESSION NUMBER: 0001089355-00-000402 CONFORMED SUBMISSION TYPE: PRE 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000907 FILED AS OF DATE: 20000724 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SALES ONLINE DIRECT INC CENTRAL INDEX KEY: 0001017655 STANDARD INDUSTRIAL CLASSIFICATION: [7372 ] IRS NUMBER: 731479833 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PRE 14A SEC ACT: SEC FILE NUMBER: 000-28720 FILM NUMBER: 677679 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: SECURITIES RESOLUTION ADVISORS INC DATE OF NAME CHANGE: 19980814 FORMER COMPANY: FORMER CONFORMED NAME: ROSE INTERNATIONAL LTD DATE OF NAME CHANGE: 19960627 PRE 14A 1 0001.txt PRELIMINARY PROXY STATEMENT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ___) Filed by Registrant [ ] Filed by a Party other than the Registrant [X] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Section 240.14(a)-12 SALES ONLINE DIRECT, INC. ----------------------------------------------- (Name of Registrant as Specified In Its Charter) Gregory Rotman and Richard Rotman, ---------------------------------------------------------- (Name of Person(s) Filing Proxy Statement if other than Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: ------------------------------------------------ (2) Aggregate number of securities to which transaction applies: ------------------------------------------------ (3) 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): ------------------------------------------------ (4) Proposed maximum aggregate value of transaction: ------------------------------------------------ (5) Total fee paid: ------------------------------------------------ [ ] Fee paid previously with preliminary materials. [ ] 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. (1) Amount Previously Paid: ------------------------------------------------ (2) Form, Schedule or Registration Statement No.: ------------------------------------------------ (3) Filing Party: ------------------------------------------------ (4) Date Filed: ------------------------------------------------ PRELIMINARY PROXY STATEMENT GREGORY ROTMAN RICHARD ROTMAN 725 SOUTHBRIDGE STREET WORCESTER, MASSACHUSETTS 01610 * * * PROXY STATEMENT IN SUPPORT OF THE ROTMAN GROUP'S NOMINEES FOR ELECTION AS DIRECTORS OF SALES ONLINE DIRECT, INC. 2000 SPECIAL MEETING IN LIEU OF ANNUAL MEETING OF STOCKHOLDERS INTRODUCTION This Proxy Statement and the accompanying [BLUE] proxy card are being furnished in connection with the solicitation of proxies by Gregory Rotman and Richard Rotman (the "Rotman Group") for use at the 2000 Special Meeting In Lieu of Annual Meeting of Stockholders of Sales OnLine Direct, Inc. (the "Company") scheduled for September 7, 2000 at 10:00 a.m. at the offices of the Company, 4 Brussels Street, Suite 220, Worcester, Massachusetts 01601, or any adjournment or postponement thereof (the "Meeting") which has been called to elect the Company's Board of Directors. This Proxy Statement and the [BLUE] proxy card are first being sent to shareholders of the Company on or about August 7, 2000. The Company's principal executive offices are located at 4 Brussels Street, Suite 220, Worcester, Massachusetts 01610. The record date (the "Record Date") for determining stockholders entitled to notice of, and to vote at, the Meeting is August 1, 2000. As of the Record Date, there were outstanding [47,056,140] shares of Common Stock, par value $.001 per share of the Company. As of the Record Date, members of the Rotman Group and other participants in the Rotman Group's solicitation, beneficially own, in the aggregate, 18,614,031 shares or 39.4% of the Company's outstanding Common Stock and are seeking your vote at the Meeting for the election of John Martin, Andrew Pilaro, Gregory Rotman and Richard Rotman (the "Nominees") as Directors of the Company for a term expiring at the 2001 Annual Meeting of Stockholders and until their successors are elected and qualified. Each of the members of the Rotman Group intends to vote his shares of Common Stock for the election of the Nominees. Certain additional information concerning the members of the Rotman Group and other participants in the Rotman Group's solicitation is set forth elsewhere in this Proxy Statement. VOTING AND REVOCATION OF PROXIES Holders of record of the Company's Common Stock on the Record Date are entitled to one vote per share for the election of Directors at the Meeting. The presence, in person or by proxy, of the holders of a majority of the outstanding shares of Common Stock authorized to vote will constitute a quorum for the transaction of business at the Meeting. Abstentions and broker non-votes will be counted in determining whether a quorum is present at the Meeting. Directors are elected by a plurality of the votes of the shares present in person or represented by proxy at the Meeting and entitled to vote on the election of directors and abstentions have no effect. The Rotman Group is not aware of any matter other than the election of Directors at the Meeting. Should any other business properly come before the Meeting, the Rotman Group's [BLUE] proxy card confers upon the Rotman Group's proxy holders discretionary authority to vote in respect to any such business in accordance with their judgment. Execution and delivery of a proxy card will not effect a stockholder's right to attend the Meeting and vote in person. A stockholder in whose name the shares are registered as of the Record Date and who has given a proxy may revoke it at any time before it is voted by executing and delivering a written revocation to the Rotman Group or to the Secretary of the Company, by presentation of a later dated proxy or by attending the Meeting and voting by ballot (which has the effect of revoking the prior proxy). Attendance at the Meeting, however, will not in and of itself revoke a proxy. A shareholder who is a beneficial owner but not a registered owner as of the Record Date, cannot vote his or her shares except by the shareholder's broker, bank or nominee executing a proxy on his or her behalf. -2- Whether or not you plan to attend the Meeting, please sign, mark and date the enclosed [BLUE] proxy card and return it in the accompanying envelope as soon as possible. Sign your [BLUE] proxy card exactly as your name appears on the label. THE ROTMAN GROUP'S NOMINEES Certain information regarding the Nominees, their present principal occupations and business addresses, their business experience, their ages, the aggregate number of shares of the Company's Common Stock beneficially owned by each of them as of August 1, 2000 is set forth below. A summary of their transaction history with respect to the Company's Common Stock during the past two years is set forth below under "Certain Information About Nominees".
SHARES OWNED OF NAME, PRINCIPAL OCCUPATION, RECORD OR PERCENTAGE BUSINESS ADDRESS AND AGE BUSINESS EXPERIENCES BENEFICIALLY OF CLASS ------------------------ -------------------- ------------ -------- John Martin Since May 1999, Chief Technology 147,875(1) * Chief Technology Officer of the Officer of the Company. From Company, ____ 1997 to May 1999, 4 Brussels Street, Worcester, Instructor, Clark University Massachusetts 01610 Computer Career Institute. From Age: 35 August 1996 to May 1999, Software Engineer, Sybase, Inc. (software development) From prior to 1995 to August 1996, Senior Programmer, Presidax (manufacture of barcoded labels) Andrew Pilaro Since August, 1996, Assistant to 1,700 * Assistant to Chairman of CAP Chairman of CAP Advisors Limited Advisers Limited (venture capital fund) with 36 Fitzwilliam Place, Dublin 2, responsibility for property Ireland management; from August, 1995 to Age: 30 August, 1996, ______ of Fowler, Rosenau & Geary, L.P. (stock specialist firm). -3- SHARES OWNED OF NAME, PRINCIPAL OCCUPATION, RECORD OR PERCENTAGE BUSINESS ADDRESS AND AGE BUSINESS EXPERIENCES BENEFICIALLY OF CLASS ------------------------ -------------------- ------------ -------- Gregory Rotman Since February, 1999, President & 8,309,005 17.66% President and Chief Executive Chief Executive Officer of the Officer of the Company, Company. From 1995 to 1998, 4 Brussels Street, Worcester, Partner of Teamworks, Inc., LLC Massachusetts 01616 (design, financing and build-out Age: 34 of MCI National Sports Museum.) Richard Rotman Since February, 1999, Chief 10,155,451 21.58% Chief Financial Officer, Vice Financial Officer, Vice President President and Secretary of the & Secretary of the Company. From Company, February, 1997 to February, 1999, 4 Brussels Street, Worcester, President of Rotman Auctions, Massachusetts 01610 Inc. (a full-service collection Age: 29 house). From prior to 1995 to February, 1997, Operation Manager of Rotman Collectibles (sports memorabilia).
- --------------------- * Less than 1% (1) Represents currently exercisable options to purchase shares of Common Stock of the Company. -4- Gregory Rotman and Richard Rotman are brothers. Each of Gregory Rotman and Richard Rotman was first elected a Director in 1999. SEE "Certain Information about Nominees" below. Each Nominee has consented to serve as a director of the Company, if elected. If any Nominee is unable or declines to serve, the discretionary authority provided to the Rotman Group's proxy holders will be exercised to vote at the Meeting for a substitute designed by the Rotman Group's proxy holders. The Rotman Group has no reason to believe that any of its Nominees will be unable to or will decline to serve. THE SOLICITATION EXPENSES OF THE ROTMAN GROUP The cost of solicitation will be borne initially by the Rotman Group. Total expenditures for the solicitation, including fees for attorneys, accountants, financial advisors, solicitors, advertising, printing, transportation, and other costs incidental to the solicitation are estimated to be approximately $_____________, of which approximately $15,000 of such expenditures have been made to date. If elected, the Nominees intend to seek reimbursement from the Company without a vote of the Company's security holders for the Rotman Group's expenses incurred in connection with the Rotman Group's solicitation of proxies. The Rotman Group has engaged D.F. King & Co., Inc. to assist in the solicitation process. D.F. King & Co., Inc. will be paid its reasonable and customary fees for its services, and will be reimbursed for its expenses. D.F. King & Co., Inc. will use approximately ____ persons in its solicitation efforts. In addition to the use of the mails, solicitations of proxies may be made by means of personal calls upon, or telephonic communications to or with stockholders or their personal representatives by members of the Rotman Group and by D.F. King & Co., Inc. Copies of the soliciting materials of the Rotman Group will be furnished to banks, brokerage houses, fiduciaries and other nominees for forwarding to beneficial owners of shares and the Rotman Group will reimburse them for their reasonable out-of-pocket expenses for forwarding such materials. -5- CERTAIN INFORMATION ABOUT THE NOMINEES AND CERTAIN RELATIONSHIPS BETWEEN THE NOMINEES AND THE COMPANY On February 25, 1999, the Company purchased all of the outstanding common stock of Internet Auction, Inc., a Massachusetts corporation ("Internet Auction"), which was wholly owned by Gregory Rotman, Richard Rotman, Marc Stengel and Hannah Kramer, (the "IA Shareholders") in exchange for the issuance to the IA Shareholders of an aggregate of 37,368,912 shares, representing approximately 80%, of the Company's common stock (the "Transaction"). As a result of the Transaction the principal business of Internet Auction became the business of the Company and Gregory Rotman, Richard Rotman, Marc Stengel and Hannah Kramer became the Directors of the Company. Gregory Rotman and Richard Rotman became executive officers of the Company in February 1999. For the year ended December 31, 1999, the Company paid Gregory Rotman, its President and Chief Executive Officer, and Richard S. Rotman, its Chief Financial Officer, Vice President and Secretary, $124,519 and $126,194, respectively. For the year ended December 31, 1999 Martin received compensation of $______ from the Company. In connection with the Transaction, Martin was granted options to purchase 471,000 shares of Common Stock of the Company at an exercise price of $.01 per share, of which 147,875 are currently exercisable. No stock options were granted to or exercised by Gregory Rotman or Richard Rotman in the fiscal year ended December 31, 1999. Gregory Rotman and Richard Rotman held no option to purchase Common Stock of the Company at December 31, 1999. Andrew Pilaro purchased 700 shares of Common Stock at a price of $7.00 per share on April 22, 1999 and 1000 shares of Common Stock at a purchase price of $.75 on October 28, 1999. In September 1999, the Company purchased certain computer equipment, Internet research technology and coding material for a purchase price of $70,000 from a corporation owned by Gregory Rotman and Richard Rotman. All of the purchases and sales of Common Stock of the Company by John Martin, Andrew Pilaro, Gregory Rotman and Richard Rotman within the past two years are set forth above. Except as set forth above, none of John Martin, Andrew Pilaro, Gregory Rotman or Richard Rotman is, or within the past year has been, a party to any contractual arrangements or understandings with any person with respect to the securities of the Company. -6- PRINCIPAL HOLDERS OF COMMON STOCK Based on the Company's Form 10-KSB/A dated April 25, 2000, the following are the only persons who beneficially own more than 5% of the Common Stock of the Company:
NAME AND ADDRESS NUMBER OF SHARES PERCENTAGE OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS ------------------- ------------------ -------- Gregory Rotman 4 Brussels Street 8,309,005 17.66% Suite 220 Worcester, Massachusetts 01610 Richard Rotman 4 Brussels Street 10,155,451 21.58% Suite 220 Worcester, Massachusetts 01610 Marc Stengel 12,925,119 27.47% [address] Hannah Kramer 5,539,337 11.77% [address]
Gregory Rotman, Richard Rotman and Marc Stengel are all of the executive officers of the Company and they and Hannah Kramer are all of the directors of the Company. Gregory Rotman, Richard Rotman, Marc Stengel and Hannah Kramer as a group own 36,928,912 shares representing 78.4% of the outstanding Common Stock. STOCKHOLDER PROPOSALS In order for a proposal by a stockholder of the Company to be included in the Company's proxy statement for the 2001 annual meeting of stockholders, the proposal must be received by the Company no later than February 15, 2001. Shareholders who intend to present a proposal at the 2001 annual meeting of stockholders, but who do not wish to have such proposal included in the Company's Proxy Statement for such meeting, must provide notice of such proposal to the Company's Secretary at the Company's executive offices not later than May 1, 2001. -7- VOTE TODAY --- ELECT THE ROTMAN GROUP'S NOMINEES Your vote is important, no matter how many or how few of the Company's Common Shares you own. The Rotman Group urges you to mark, sign, date and return the enclosed [BLUE] proxy card to vote for election of the Nominees. The Rotman Group urges you to vote for the Nominees --- every vote counts. If your shares of Common Stock of the Company are registered in your own name, please mark, sign and date the enclosed [BLUE] proxy card and return it to the Rotman Group, c/o of D.F. King & Co., Inc., in the enclosed envelope in time to be voted at the Meeting. If any of your shares of Common Stock of the Company are held in the name of a brokerage firm, bank, bank nominee or other institution on the record date, only it can vote such shares of the Company's Common Stock and only upon receipt of your specific instructions. Accordingly, please contact the person responsible for your account and instruct that person to execute on your behalf the [BLUE] proxy card. The Rotman Group urges you to confirm your instructions in writing to the person responsible for your account and to provide a copy of such instructions to the Rotman Group, c/o D.F. King & Co., Inc. at the address indicated below. If you have any questions, please call: D.F. King & Co., Inc. 77 Water Street New York, New York 10005 Call Toll Free: (800) 431-9629 August ____, 2000 PLEASE MARK, SIGN, DATE AND RETURN THE ENCLOSED [BLUE] PROXY CARD PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. BY MARKING, SIGNING, DATING AND RETURNING THE ENCLOSED [BLUE] PROXY CARD, ANY PROXY PREVIOUSLY SIGNED BY YOU WILL BE REVOKED. REMEMBER, ONLY YOUR LATEST DATED PROXY WILL COUNT AT THE MEETING. -8- PROXY SOLICITED BY GREGORY ROTMAN AND RICHARD ROTMAN (the "Rotman Group") IN SUPPORT OF THEIR NOMINEES TO THE BOARD OF DIRECTORS OF SALES ONLINE DIRECT, INC. The undersigned hereby appoints Gregory Rotman and Richard Rotman and each of them, the proxy or proxies of the undersigned, with full power of substitution, to vote all shares of Common Stock, par value $.001 per share, of Sales OnLine Direct, Inc. (the "Company") which the undersigned would be entitled to vote if personally present at the 2000 Special Meeting In Lieu of Annual Meeting of Stockholders of the Company and at any and all adjournments, postponements, reschedulings or continuations thereof (the "Meeting"). THE ROTMAN GROUP RECOMMENDS A VOTE FOR THE ELECTION OF DIRECTORS BELOW. 1. Election of Directors (check one box only) [ ] FOR ALL NOMINEES listed below [ ] WITHHOLD AUTHORITY to vote for all nominees listed below: John Martin, Andrew Pilaro, Gregory Rotman, Richard Rotman (TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVDUAL NOMINEE, CHECK THE "FOR" BOX ABOVE AND WRITE THAT NOMINEE'S NAME ON THE LINE PROVIDED BELOW). - -------------------------------------------------------------------------------- THE PROXIES ARE HEREBY AUTHORIZED TO VOTE IN THEIR DISCRETION UPON ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS, POSTPONEMENTS, RESCHEDULINGS OR CONTINUATIONS THEREOF. (over) THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO DIRECTION IS INDICATED, IT WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED IN PROPOSAL 1 AND, IN THE DISCRETION OF THE PROXIES, ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS, POSTPONEMENTS, RESCHEDULINGS OR CONTINUATIONS THEREOF. THE ROTMAN GROUP RECOMMENDS THAT YOU VOTE FOR EACH OF THE NOMINEES IN PROPOSAL 1. DATED:_____________________, 2000 ___________________________________ Signature ___________________________________ Signature, if held jointly ___________________________________ Title or Authority PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY. JOINT OWNERS SHOULD EACH SIGN PERSONALLY. IF SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE INCLUDE YOUR FULL TITLE. CORPORATE PROXIES SHOULD BE SIGNED BY AN AUTHORIZED OFFICER. PLEASE SIGN, DATE AND RETURN THIS CARD PROMPTLY USING THE ENCLOSED ENVELOPE. -----END PRIVACY-ENHANCED MESSAGE-----