SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[X] Revised 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 Materials Pursuant toss.240.14a-12
SALES ONLINE DIRECT, INC.
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(Name of Registrant as Specified in its Charter)
Gregory Rotman and Richard Rotman,
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(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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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REVISED 8/16/00
PRELIMINARY PROXY STATEMENT
GREGORY ROTMAN
RICHARD ROTMAN
725 SOUTHBRIDGE STREET
WORCESTER, MASSACHUSETTS 01610
* * *
PROXY STATEMENT IN SUPPORT OF THE
NOMINEES OF GREGORY ROTMAN AND RICHARD ROTMAN FOR ELECTION AS
DIRECTORS OF SALES ONLINE DIRECT, INC.
SPECIAL MEETING OF STOCKHOLDERS
INTRODUCTION
This Proxy Statement and the accompanying proxy card are being
furnished in connection with the solicitation of proxies by Gregory Rotman and
Richard Rotman (the "Rotmans") for use at the Special 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 01610, 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 proxy card are first being sent to stockholders of
the Company on or about August 10, 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, the Rotmans and their Nominees, own, in the
aggregate, 18,466,156 shares or 39.2% 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 Rotmans and the Nominees
intend to vote his shares of Common Stock for the election of the Nominees.
Certain additional information concerning the Rotmans and the Nominees is set
forth elsewhere in this Proxy Statement.
<PAGE>
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 Rotmans are 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's proxy card confers upon the Rotmans 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 Rotmans 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 stockholder who is a beneficial owner but not a registered owner as
of the Record Date, cannot vote his or her shares except by the stockholder's
broker, bank or nominee executing a proxy on his or her behalf.
Whether or not you plan to attend the Meeting, please sign, mark and
date the enclosed proxy card and return it in the accompanying envelope as soon
as possible. Sign your proxy card exactly as your name appears on the label.
BACKGROUND OF THE SOLICIATION
Gregory Rotman ("G. Rotman") is president and chief executive officer,
and Richard Rotman ("R. Rotman") is vice president, chief financial officer and
secretary, of the Company. The Rotmans also constitute two of the Company's four
directors; the other two directors are Marc Stengel ("Stengel") and his aunt,
Hannah Kramer ("Kramer").
On or about February 25, 1999, the Rotmans, Stengel and Kramer received
an aggregate 36,928,912 shares of the Company's common stock (representing
approximately 80% of the Company's outstanding shares) when companies they owned
merged with, or were acquired by,
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the Company. Following that transaction, the Company's business has been
conducted through four divisions, i.e., Auction, Inc., Rotman Auction, World
Wide Collectors Digest, Inc. ("WWCD") and Internet Collectibles. R. Rotman runs
the Rotman Auction division, which accounted for approximately 97% of the
Company's revenues for the twelve months ended March 31, 2000, and G. Rotman is
the Company's Chief Executive Officer.
Until May 5, 2000, Stengel was charged with running WWCD, which
designed, hosted and maintained client websites. WWCD's business was conducted
from offices in Maryland, while the Company's remaining businesses and its
administrative functions were conducted from its offices in Massachusetts.
During the winter and spring of 2000, the Rotmans became concerned
about Stengel's refusal to provide both the Company's auditors and them with
financial and other information regarding WWCD. In late April and early May
2000, the Rotmans, on behalf of the Company, successfully gained access to
WWCD's facilities and conducted an investigation of Stengel's activities at
WWCD. Such investigation led the Rotmans to conclude that Stengel had been
engaged in a pattern of activity to defraud the Company, convert WWCD's business
from the Company to entities owned or controlled by Stengel or his wife, and to
breach his fiduciary duties to the Company. By letter dated May 5, 2000, G.
Rotman, as president and chief executive officer of the Company, notified
Stengel that he was relieved of his responsibilities at WWCD. Since May 5, 2000,
the Rotmans believe Stengel has solicited customers and employees of WWCD to
become customers and employees of entities he owns or controls, to the detriment
of the Company.
On June 1, 2000, at the direction of G. Rotman, as president and chief
executive officer of the Company, the Company commenced an action (the "Maryland
Action") in the United States District Court for the District of Maryland
against Stengel alleging that Stengel breached his fiduciary duties to the
Company, made intentional misrepresentations to, and concealed material facts
from, executive officers of the Company, engaged in constructive fraud with
respect to the Company and converted the Company's property to his own benefit.
The Complaint further alleges that Stengel diverted corporate opportunities from
the Company to corporations that he owned or controlled. The Complaint seeks
compensatory damages and punitive damages.
Stengel has moved to dismiss the Maryland Action on the ground that G.
Rotman, as president and chief executive officer, did not have the authority to
file the lawsuit and that board approval was necessary to authorize the Company
to commence the Maryland Action. He has also moved for a stay of the Maryland
Action until the Delaware Action referred to below is resolved. Both motions are
still pending in the Maryland Action.
Stengel has also commenced an action in the Delaware Chancery Court
seeking, among other things, a declaration that he was improperly removed as an
officer of the Company and should be reinstated as such and to dismiss the
Maryland Action and prohibit the Rotmans from causing the Company to take any
action outside the ordinary course of business. By Stipulation and Order, the
Delaware Action has been temporarily stayed until September 11, 2000.
As a result of Stengel's actions described above, G. Rotman, as the
Company's President, has called the Meeting. Pursuant to the Company's by-laws,
in order for persons to be validly nominated for election as a director at the
Meeting, the secretary of the Company must have
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received notice of intention to nominate such persons by August 3, 2000. Gregory
Rotman sent timely notification to the Company's secretary of his intention to
nominate himself, Richard Rotman, Andrew Pilaro and John Martin for election as
directors at the Meeting. The Company's secretary has received no other notices
of nomination. Therefore, the Nominees are the only persons who may be nominated
for election at the Meeting.
THE ROTMAN'S NOMINEES
Certain information regarding the Nominees, their present principal
occupations and business addresses, their business experience, their ages, and
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 the Nominees and
Certain Relationship between the Nominees and the Company".
<TABLE>
<CAPTION>
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SHARES OWNED OF
NAME, PRINCIPAL OCCUPATION, RECORD OR PERCENTAGE
BUSINESS ADDRESS AND AGE BUSINESS EXPERIENCE BENEFICIALLY OF CLASS
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<S> <C> <C> <C>
JOHN MARTIN SINCE MAY 2000, CHIEF TECHNOLOGY 147,875(1) *
Chief Technology Officer Officer of the Company; from May
of the Company 1999 until May 2000, vice
4 Brussels Street, Worcester, president-technology. From June
Massachusetts 01610 1997 to May 1998, Instructor,
Clark University Computer Career
Age 35 Institute. From 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), a division of Avery
Dennison. From prior to 1995 to
May 1999, Software Consultant.
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Andrew Pilaro Since August, 1996, Assistant to 1,700 *
Assistant to Chairman Chairman of CAP Advisors Limited
of CAPAdvisors Limited (investment management company)
36 Fitzwilliam Place, Dublin 2, with responsibility for asset
Ireland management; from August, 1995 to
August, 1996, a clerk at Fowler,
Age 30 Rosenau & Geary, L.P. (stock
specialist firm).
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Gregory Rotman Since February, 1999, President & 8,309,005 17.66%
President and Chief Executive Officer Chief Executive Officer and a
of the Company director of the Company. From
4 Brussels Street, Worcester, 1995 to 1998, Partner of
Massachusetts 01610 Teamworks, Inc., LLC (design,
financing and build-out of MCI
Age 34 National Sports Gallery.)
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Richard Rotman Since February, 1999, Chief 10,155,451 21.58%
Chief Financial Officer, Financial Officer, Vice President
Vice President and Secretary and Secretary and a director of
of the Company the Company. From February, 1997
4 Brussels Street, Worcester, to February, 1999, President of
Massachusetts 01610 Rotman Auctions, Inc. (a
full-service auction house). From
Age 30 prior to 1995 to February, 1997,
Operations Manager of Rotman
Collectibles (sports memorabilia).
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</TABLE>
* Less than 1%
(1) Represents currently exercisable options to purchase shares of Common Stock
of the Company.
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 and Certain Relationship between the Nominees and the
Company" 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 Rotmans will be exercised to vote at the Meeting for a
substitute designed by the Rotmans. The Rotmans have no reason to believe that
any of their Nominees will be unable to or will decline to serve.
DIRECTORS WHO ARE NOT NOMINEES
The following information regarding directors of the Company who are
not Nominees is derived from the Company's Form 10KSBA filed with the Commission
on April 25, 2000.
Marc Stengel has served as a Director and Executive Vice President of
the Company since February 1999. He is 42 years old. Until May 5, 2000, he ran
the daily operations of the websites for the Company, including systems
administration and overseeing the programming for each of the Company's
divisions. Prior to joining the Company he served as president of World Wide
Collectors Digest, Inc., which he co-founded in 1994. Prior to that Mr. Stengel
ran his family clothing business.
Hannah Kramer has served as a Director of the Company since February
1999. She is 61 years old. Prior to joining the Company, she served as vice
president of World Wide Collectors Digest, Inc., which she co-founded in 1994.
She also owns four clothing stores.
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THE ROTMANS' SOLICITATION EXPENSES
The cost of solicitation will be borne initially by the Rotmans. Total
expenditures for the solicitation, including fees for attorneys, solicitors,
advertising, printing, transportation, and other costs incidental to the
solicitation are estimated to be approximately $ 75,000, of which approximately
$20,000 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 Rotmans' expenses incurred in connection with the
solicitation of proxies.
The Rotmans have 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 20 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 Nominees and by
D.F. King & Co., Inc. Copies of the Rotmans' soliciting materials will be
furnished to banks, brokerage houses, fiduciaries and other nominees for
forwarding to beneficial owners of shares and the Rotmans will reimburse them
for their reasonable out-of-pocket expenses for forwarding such materials.
EXECUTIVE COMPENSATION
The following table presents the compensation paid, on a cash basis, to
the Chief Executive Officer of the Company and those executive officers of the
Company as of December 31, 1999 who received compensation in excess of $100,000.
<TABLE>
<CAPTION>
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Annual Compensation Long-Term
Compensation
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Other Securities
Name and Fiscal Annual Underlying Stock All Other
Principal Position(1) Year Salary ($) Bonus ($) Compensation($) Options (#) Compensation($)
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<S> <C> <C> <C> <C> <C> <C>
Gregory Rotman, 1999 124,519 - - - -
President and
Chief Executive Officer
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Richard Rotman, 1999 126,191 - - - -
Chief Financial Officer
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Marc Stengel, 1999 126,194 - - - -
Vice President
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</TABLE>
(1) Each of the named executive officers assumed their positions as of February
25, 1999.
None of the named executive officers received, holds or exercised any
options or stock appreciation rights with respect to the Company's securities,
and none of such persons was granted any awards under any long-term incentive
plan of the Company.
None of the Company's directors receives any compensation from the
Company for serving as directors.
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<PAGE>
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 36,928,912 shares, representing
approximately 78.4%, 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.
In connection with the Transaction, John 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.
In February 1999 prior to the Transaction, Rotman Productions, an
entity owned by Steven Rotman, the father of Gregory Rotman and Richard Rotman,
contributed an inventory of collectibles with an estimated value of $629,000 to
Internet Auction in exchange for 236 shares of Internet Auction common stock
which in the Transaction converted to 220,000 shares of Common Stock of the
Company. In addition, after the Transaction, the Company assigned to Steven
Rotman options at an exercise price of $.50 per share to purchase 700,000 shares
of the Company's Common Stock, owned by a third party.
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.
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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:
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NAME AND ADDRESS NUMBER OF SHARES PERCENTAGE
OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
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Gregory Rotman
4 Brussels Street 8,309,005 17.66%
Suite 220
Worcester, Massachusetts 01610
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Richard Rotman
4 Brussels Street 10,155,451 21.58%
Suite 220
Worcester, Massachusetts 01610
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Marc Stengel 12,925,119 27.47%
3743 Birch Lane
Owings Mills, Maryland 21117
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Hannah Kramer 5,539,337 11.77%
673 Korisa Drive
Huntingdon Valley, Pennsylvania 19006
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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 collectively 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.
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VOTE TODAY --- ELECT THE NOMINEES OF GREGORY ROTMAN AND RICHARD ROTMAN
Your vote is important, no matter how many or how few of the Company's
Common Shares you own. The Rotmans urge you to mark, sign, date and return the
enclosed proxy card to vote for election of the Nominees.
If your shares of Common Stock of the Company are registered in your
own name, please mark, sign and date the enclosed proxy card and return it to
the Rotmans, 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 proxy card. The Rotmans urge you to confirm your
instructions in writing to the person responsible for your account and to
provide a copy of such instructions to the Rotmans, 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 8, 2000
PLEASE MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY. NO POSTAGE
IS REQUIRED IF MAILED IN THE UNITED STATES. BY MARKING, SIGNING, DATING AND
RETURNING THE ENCLOSED PROXY CARD, ANY PROXY PREVIOUSLY SIGNED BY YOU WILL BE
REVOKED. REMEMBER, ONLY YOUR LATEST DATED PROXY WILL COUNT AT THE MEETING.
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PROXY SOLICITED BY
GREGORY ROTMAN, THE PRESIDENT AND CHIEF EXECUTIVE OFFICER, AND
RICHARD ROTMAN, CHIEF FINANCIAL OFFICER, 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 Special Meeting of Stockholders of
the Company and at any and all adjournments, postponements, reschedulings or
continuations thereof (the "Meeting").
(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 INDIVIDUAL 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)
<PAGE>
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 I 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.
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,
EXECUTER, 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.
