SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 2)
SALES ONLINE DIRECT, INC.
(Name of Issuer)
Common Stock, Par Value $0.001 per share
(Title of Class of Securities)
794661108
(CUSIP Number)
Michael A. Refolo, Esquire, Bowditch & Dewey, LLP, P.O. Box 15156,
Worcester, MA 01615-0156
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 11, 2003
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following
box. |_|
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
(Page 1 of 8 Pages)
CUSIP No. 794661108 13D Page 2 of 8
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Gregory Rotman
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
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3. SEC Use Only
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4. Source of Funds (See Instructions) .
OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) |_|
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6. Citizenship or Place of Organization
United States
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Number of 7. Sole Voting Power 12,309,005
Shares
Beneficially 8. Shared Voting Power
Owned by
Each 9. Sole Dispositive Power 12,309,005
Reporting
Person With 10. Shared Dispositive Power
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
12,309,005
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13. Percent of Class Represented by Amount in Row 11
9.4%
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14. Type of Reporting Person (See Instructions)
IN
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CUSIP No. 794661108 13D Page 3 of 8
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Richard Rotman
================================================================================
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
================================================================================
3. SEC Use Only
================================================================================
4. Source of Funds (See Instructions)
OO
================================================================================
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) |_|
================================================================================
6. Citizenship or Place of Organization
United States
================================================================================
Number of 7. Sole Voting Power 14,155,451
Shares
Beneficially 8. Shared Voting Power
Owned by
Each 9. Sole Dispositive Power 14,155,451
Reporting
Person With 10. Shared Dispositive Power
================================================================================
11. Aggregate Amount Beneficially Owned by Each Reporting Person
14,155,451
================================================================================
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
================================================================================
13. Percent of Class Represented by Amount in Row 11
10.8%
================================================================================
14. Type of Reporting Person (See Instructions)
IN
================================================================================
CUSIP No. 794661108 13D Page 4 of 8
This Amendment No. 2 relates to the Schedule 13D originally filed on behalf of
Gregory Rotman, Richard Rotman, Marc Stengel and Hannah Kramer with the
Securities and Exchange Commission on March 8, 1999, and with respect to an
amendment filed by Gregory Rotman, Richard Rotman, and Andrew Pilaro filed on
July 21, 2000. This amendment excludes Andrew Pilaro from being deemed part of a
group. Andrew Pilaro is a Director of Sales Online Direct, Inc.
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.,
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 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 Issuer
(d) No.
(e) No.
(f) U.S.
CUSIP No. 794661108 13D Page 5 of 8
Item 3. Source and Amount of Funds or Other Consideration
(a) The information regarding Gregory Rotman and Richard Rotman
reported in Items 1-3, 5, and 6 of their initial schedule 13d is
hereby incorporated by reference.
On October 11, 2002, the Issuer issued options to each of Gregory
Rotman and Richard Rotman for the purchase of 10,000,00 shares
each, at a purchase price of $.041 per share. No options have
been exercised. For each of Gregory Rotman and Richard Rotman,
the options vest according to the following schedule:
April 11, 2003 4,000,000
October 11, 2003 3,000,000
October 11, 2004 3,000,000
Item 4. Purpose of Transaction
Gregory Rotman is President and Chief Executive Officer, and
Richard Rotman is Vice President, Chief Financial Officer and
Secretary of Issuer (collectively, the "Reporting Persons"). The
Reporting Persons serve as Directors of the Issuer, along with
Andrew Pilaro.
The Reporting Persons disclaim the existence of a group. 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.
The Reporting Persons do not have any current plans or proposals
which relate to or would result in: (a) the acquisition by any
person of additional securities of the Issuer, or the disposition
of securities of the Issuer; (b) an extraordinary corporate
transaction, such as a merger, reorganization, or liquidation,
involving the Issuer or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Issuer or any of
its subsidiaries; (d) any change in the present Board of
Directors or management of the Issuer, including any plans or
proposals to change the number or term of directors or to fill
any existing vacancies on the board; (e) any material change in
the present capitalization or dividend policy of the Issuer; (f)
any other material change in the Issuer's business or corporate
structure; (g) changes in the Issuer's charter, By-Laws or
instruments corresponding thereto or other actions which may
impede the acquisition of control of the Issuer by any person;
(h) causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be authorized
to be quoted in an inter-dealer quotation system of a registered
national securities association; (i) a class of equity securities
of the Issuer becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Exchange Act; or (j) any
action similar to any of those enumerated above. As directors and
officers of the Issuer, however, and in the exercise of their
fiduciary duty, the Reporting Persons will from time to time
review all opportunities available to the Issuer, including any
of the actions listed above.
CUSIP No. 794661108 13D Page 6 of 8
Item 5. Interest in Securities of the Issuer
(a) As of February 11, 2003, each of the Reporting Persons owned the
number of Shares listed below. The percentage of class is
computer on the basis of 131,520,472 issued and outstanding
Shares as of February 11, 2003
Name Number of Shares % of Class
Gregory Rotman 12,309,005* 9.4%
Richard Rotman 14,155,451* 10.8%
*Includes option to purchase 4,000,000 shares of common stock of
the Issuer at $.041 per share, which shares may vest within 60
days from the date hereof.
(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 purchased any Shares in the open market.
(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.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
The parties entered into an agreement to File Joint Schedule 13D.
Except with respect to such agreement, 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 exhibit is attached to this Schedule 13D:
Agreement to File Joint Schedule 13D dated February 11, 2003
CUSIP No. 794661108 13D Page 7 of 8
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: February 11, 2003
/s/ Gregory Rotman
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Gregory Rotman
/s/ Richard Rotman
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Richard Rotman
CUSIP No. 794661108 13D Page 8 of 8
AGREEMENT AS TO JOINT FILING OF SCHEDULE 13D
Each of the undersigned hereby affirms and agrees that this 13D is filed
on his behalf.
Dated: February 11, 2003
/s/ Gregory Rotman
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Gregory Rotman
/s/ Richard Rotman
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Richard Rotman