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.
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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)(1) 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 PRELIMINARY PROXY STATEMENT
GREGORY ROTMAN
RICHARD ROTMAN
725 SOUTHBRIDGE STREET
WORCESTER, MASSACHUSETTS 01610
* * *
PROXY STATEMENT IN SUPPORT OF
THE NOMINATION 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 "Rotman Group") 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 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 proxy card are first being sent to stockholders of the
Company on or about August 8, 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,
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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 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 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.
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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.
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 and
Certain Relationships between Nominees and the Company".
<TABLE>
<CAPTION>
SHARES OWNED OF
NAME, PRINCIPAL OCCUPATION, RECORD OR PERCENTAGE
BUSINESS ADDRESS AND AGE BUSINESS EXPERIENCES BENEFICIALLY OF CLASS
------------------------ -------------------- ------------ --------
<S> <C> <C> <C>
John Martin Since May 1999, Chief Technology 147,875(1) *
Chief Technology Officer of the Officer of the Company. From
Company, June 1997 to May 1998,
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), a division of
Avery Dennison; from prior to 1995
to May 1999, software consultant.
Andrew Pilaro Since August, 1996, Assistant to 1,700 *
Assistant to Chairman of CAP Chairman of CAP Advisers Limited
Advisers Limited (investment management company)
36 Fitzwilliam Place, Dublin 2, with responsibility for asset
Ireland management; from August, 1995 to
Age: 30 August, 1996, a clerk at Fowler,
Rosenau & Geary, L.P. (stock
specialist firm).
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SHARES OWNED OF
NAME, PRINCIPAL OCCUPATION, RECORD OR PERCENTAGE
BUSINESS ADDRESS AND AGE BUSINESS EXPERIENCES BENEFICIALLY OF CLASS
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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 01610 (design, financing and build-out
Age: 34 of MCI National Sports Gallery).
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: 30 house). From prior to 1995 to
February, 1997, Operations Manager
of Rotman Collectibles (sports
memorabilia).
</TABLE>
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* Less than 1%
(1) Represents currently exercisable options to purchase shares of Common Stock
of the Company.
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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 Relationships between 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 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 $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 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 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 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.
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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 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.
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 John Martin received
compensation of $54,518.45 from 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.
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:
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENTAGE
OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
------------------- ------------------ --------
<S> <C> <C>
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%
3743 Birch Lane
Ownings Mills, Maryland 21117
Hannah Kramer 5,539,337 11.77%
673 Korisa Drive
Huntington Valley, Pennsylvania 19006
</TABLE>
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.
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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 Rotman Group urges you to mark, sign, date and return
the enclosed 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 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 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 4, 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,
THE CHIEF FINANCIAL OFFICER
OF SALES ONLINE DIRECT, INC.
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 Special Meeting of Stockholders of
the Company and at any and all adjournments, postponements, reschedulings or
continuations thereof (the "Meeting").
GREGORY ROTMAN AND RICHARD ROTMAN
RECOMMEND 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).
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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.
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.
