SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1 for
Gregory and Richard Rotman
and Original for Andrew Pilaro)
Under the Securities Exchange Act of 1934
Sales Online Direct, Inc.
f/k/a Securities Resolution Advisors, Inc.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
81375R107
(CUSIP Number)
Robert W. Forman
Shapiro Forman & Allen LLP
380 Madison Avenue
New York, New York 10017
212-972-4900
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 20, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following box |__|.
Check the following box if a fee is being paid with the statement |__|.
Page 1 of 13 pages
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CUSIP NO.81375R107 Page 2 of 13 pages
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1 NAME OF REPORTING PERSON
Gregory Rotman
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX (a) [ ]
IF A MEMBER OF A GROUP (b) [ ]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 8,309,005
SHARES --------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER -0-
OWNED BY --------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 8,309,005
REPORTING --------------------------------------------------------------
PERSON WITH 10 SHARED VOTING POWER -0-
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
8,309,005
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.90%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- ------------------------------------------------------------------------------
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CUSIP NO.81375R107 Page 3 of 13 pages
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1 NAME OF REPORTING PERSON
Richard Rotman
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX (a) [ ]
IF A MEMBER OF A GROUP (b) [ ]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS OO
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 10,155,451
SHARES --------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER -0-
OWNED BY --------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 10,155,451
REPORTING --------------------------------------------------------------
PERSON WITH8 10 SHARED VOTING POWER -0-
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
10,155,451
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.88%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- ------------------------------------------------------------------------------
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CUSIP NO.81375R107 Page 4 of 13 pages
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1 NAME OF REPORTING PERSON
Andrew Pilaro
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX (a) [ ]
IF A MEMBER OF A GROUP (b) [ ]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 1,700
SHARES --------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER -0-
OWNED BY --------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 1,700
REPORTING --------------------------------------------------------------
PERSON WITH8 10 SHARED VOTING POWER -0-
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,700
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- ------------------------------------------------------------------------------
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CUSIP NO.81375R107 Page 5 of 13 pages
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STATEMENT FOR SCHEDULE 13D
This amended statement is being filed on behalf of each of Gregory Rotman
("G. Rotman") and Richard Rotman ("R. Rotman") to amend the initial statement
for Schedule 13D filed on March 8, 1999, and as an initial statement on behalf
of Andrew Pilaro ("Pilaro"). G. Rotman and R. Rotman are sometimes referred to
as the "Rotmans" and collectively with Pilaro as the "Reporting Persons".
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the shares of common stock, par
value $.001 per share (the "Shares") of Sales Online Direct, Inc. f/k/a
Securities Resolution Advisors, Inc., a Delaware corporation (the "Issuer")
pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). The address of the principal executive offices of the
Issuer is 4 Brussels Street, Worcester, MA 01610.
ITEM 2. IDENTITY AND BACKGROUND.
I. (a) Gregory Rotman.
(b) 4 Brussels Street, Worcester, MA 01610.
(c) President and Director of the Issuer.
(d) No.
(e) No.
(f) U.S.
II. (a) Richard Rotman.
(b) 4 Brussels Street, Worcester, MA 01610.
(c) Vice-President, Treasurer, Secretary and Director of the Issuer.
(d) No.
(e) No.
(f) U.S.
III. (a) Andrew Pilaro
(b) 36 Fitzwilliam Place, Dublin 2, Ireland.
(c) Assistant to the Chairman of CAP Advisors Limited.
(d) No.
(e) No.
(f) U.S.
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CUSIP NO.81375R107 Page 6 of 13 pages
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information regarding the Rotmans reported in Items 1-3, 5 and 6 of
their Initial Statement is hereby incorporated by reference.
Mr. Pilaro acquired the Shares beneficially owned by him for an aggregate
of $5,675 all of which came from personal funds.
ITEM 4. PURPOSE OF TRANSACTION.
G. Rotman is president and chief executive officer, and R. Rotman is vice
president, chief financial officer and secretary, of the Issuer. The Rotmans
also constitute two of the Issuer's four directors; the other two directors are
Marc Stengel ("Stengel") and his aunt, Hannah Kramer ("Kramer"). Stengel also
goes by the alias "Steve Schall."
On or about February 25, 1999, the Rotmans, Stengel and Kramer received an
aggregate 36,928,912 shares of the Issuer's common stock (representing
approximately 80% of the Issuer's outstanding shares) when companies they owned
merged with, or were acquired by, the Issuer. Following that transaction, the
Issuer'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 Issuer's revenues for the twelve months ended March 31,
2000, and G. Rotman is the Issuer'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 Issuer's remaining businesses and its
administrative functions were conducted from its offices in Massachusetts.
For the period of February 25, 1999 through March 31, 2000, the WWCD
division generated revenues of only $32,000, while incurring expenses of
approximately $1,000,000. During the winter and spring of 2000, the Rotmans
became concerned about Stengel's refusal to provide both the Issuer's auditors
and them with financial and other information regarding WWCD. At Stengel's
direction, employees of WWCD refused to provide the Rotmans with information
necessary to timely prepare and file the Issuer's Form 10-Q for the quarter
ended March 31, 2000. In an effort to thwart the Rotmans' inquiries into WWCD's
activities,
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CUSIP NO.81375R107 Page 6 of 13 pages
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one WWCD employee, apparently at Stengel's direction, removed the computer from
Stengel's office.
In late April and early May 2000, the Rotmans, on behalf of the Issuer,
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 Issuer,
convert WWCD's business from the Issuer to entities owned or controlled by
Stengel or his wife, and to breach his fiduciary duties to the Issuer. By letter
dated May 5, 2000, G. Rotman, as president and chief executive officer of the
Issuer, notified Stengel that he was relieved of his responsibilities at WWCD.
Since May 5, 2000, Stengel has solicited customers and employees of WWCD to
become customers and employees of entities he owns or controls, to the detriment
of the Issuer.
On June 1, 2000, at the direction of G. Rotman, as president and chief
executive officer of the Issuer, the Issuer 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
Issuer, made intentional misrepresentations to, and concealed material facts
from, executive officers of the Issuer, engaged in constructive fraud with
respect to the Issuer and converted the Issuer's property to his own benefit.
For example, the Complaint alleges that Stengel operated and participated in the
operation of a number of businesses owned by Stengel or his wife from WWCD's
facility using WWCD's employees without the knowledge or consent of the other
officers and directors of the Issuer. The Complaint further alleges that Stengel
diverted numerous corporate opportunities from the Issuer 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 Issuer
to commence 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 Issuer and should be reinstated as such
and to dismiss the Maryland Action and prohibit the Rotmans from causing the
Issuer to take any action outside the ordinary course of business.
As a result of Stengel's actions described above, G. Rotman, as the
Issuer's President, has called a Special Meeting
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CUSIP NO.81375R107 Page 8 of 13 pages
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of Shareholders to elect directors. The Meeting has been called for September 7,
2000, and the record date for shareholders entitled to notice of, and to vote
at, the Special Meeting is August 1, 2000. The Rotmans intend to nominate
themselves, Pilaro and John Martin, the Issuer's chief technology officer, to
serve as directors of the Issuer. The Rotmans intend to promptly commence
solicitation of proxies, in accordance with Section 14 of the Securities
Exchange Act of 1934, from shareholders of the Issuer to elect their slate of
candidates at the Special Meeting. If the Rotmans succeed in their solicitation,
they intend to take board action to terminate Stengel as an officer of the
Issuer.
Each Reporting Person intends to review his investment in the Issuer on a
continuing basis and, depending on various factors, including developments in
the proposed proxy solicitation, may in the future take such actions with
respect to his investment in the Issuer as he deems appropriate in light of the
circumstances existing from time to time including, without limitation,
purchasing additional shares of common stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of July 20, 2000, each of the Reporting Persons owned the number of
shares listed below: The percentage of class is computed on the basis of
47,056,140 outstanding Shares as reported in the Issuer's Form 10-Q for the
quarter ended March 31, 2000.
Name # of Shares % of Class
---- ------------------- ----------
Gregory Rotman 8,309,005 17.90%
Richard Rotman 10,155,451 21.88%
Andrew Pilaro 1,700 -
(b) Each Reporting Person has voting and dispositive power with respect to
all Shares held by such person.
(c) During the sixty-day period ended as of the date hereof, no Reporting
Person has engaged in any transaction in any Shares.
(d) No person other than the Reporting Persons referred to herein is known
to have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, such Shares.
(e) Not applicable.
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CUSIP NO.81375R107 Page 9 of 13 pages
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
G. Rotman and R. Rotman have an understanding that they will solicit
proxies in support of their slate for election as directors at the Special
Meeting. Pilaro has consented to be named in any proxy statement filed by the
Rotmans and to serve as a director of the Issuer, if elected. Each Reporting
Person intends to vote the Shares he beneficially owns in support of the
foregoing. Each of the Reporting Persons expressly disclaims beneficial
ownership of the Shares owned by the others.
The parties have entered into an agreement to file a joint Schedule 13D.
Except as described above, the Reporting Persons have no contracts,
arrangements, understandings or relationships (legal or otherwise) among them or
with any other person with respect to the securities of the Issuer, including
but not limited to the transfer or voting of any of the Shares.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibits are attached to this Schedule 13D:
3. Joint Filing Agreement for Schedule 13D among the Reporting Persons.
4. Power of Attorney.
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CUSIP NO.81375R107 Page 10 of 13 pages
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: July 21, 2000
/s/ Gregory Rotman
---------------------
Gregory Rotman
/s/ Richard Rotman
---------------------
Richard Rotman
/s/ Andrew Pilaro
---------------------
Andrew Pilaro
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CUSIP NO.81375R107 Page 11 of 13 pages
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EXHIBIT INDEX
3. Joint Filing Agreement (filed herewith).
4. Power of Attorney (filed herewith).
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CUSIP NO.81375R107 Page 12 of 13 pages
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EXHIBIT 3
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f)(l)(iii) under the Securities Exchange
Act of 1934, as amended, the persons named below agree to the joint filing on
behalf of each of them of a Statement on Schedule 13D dated July ___, 2000
(including amendments thereto) with respect to the common stock of Sales Online
Direct, Inc. f/k/a Securities Resolution Advisors, Inc. This Joint Filing
Agreement shall be filed as an Exhibit to such Statement.
/s/ Gregory Rotman
---------------------
Gregory Rotman
/s/ Richard Rotman
---------------------
Richard Rotman
/s/ Andrew Pilaro
---------------------
Andrew Pilaro
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CUSIP NO.81375R107 Page 13 of 13 pages
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EXHIBIT 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person signing below
hereby constitutes and appoints each of Gregory Rotman and Richard Rotman,
acting singly, as his true and lawful attorney-in-fact and agent for him in his
name, place and stead to sign any and all Schedules 13D and Amendments thereto
relating to the Common Stock of Sales Online Direct, Inc. and to file the same,
with all exhibits thereto, with the Securities and Exchange Commission and such
Exchanges on which such securities may be traded, granting unto each said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that each such attorney-in-fact and agent may
lawfully do or cause to be done by virtue hereof.
Dated: July 21, 2000
/s/ Gregory Rotman
---------------------
Gregory Rotman
/s/ Richard Rotman
---------------------
Richard Rotman
/s/ Andrew Pilaro
---------------------
Andrew Pilaro
