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Attachment 1
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported): January
14, 2008
Solomon
Technologies, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-50532
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52-1812208
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1224 Mill St., Bldg. B
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East Berlin, Connecticut 06023
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(Address of principal executive offices, zip code)
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Registrant's
telephone number, including area code: (860)
828-2060
N/A
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions ( see
General
Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Forward-Looking
Statements:
Some
of
the statements in this report are forward-looking statements that involve risks
and uncertainties. These forward-looking statements include statements about
our
plans, objectives, expectations, intentions and assumptions that are not
statements of historical fact. You can identify these statements by the
following words:
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"may"
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"will"
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"should"
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"estimates"
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"plans"
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"expects"
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"believes"
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"intends"
and
similar expressions. We cannot guarantee our future results, performance or
achievements. Our actual results and the timing of corporate events may differ
significantly from the expectations discussed in the forward-looking statements.
You are cautioned not to place undue reliance on any forward-looking statements.
Potential risks and uncertainties that could affect our future operating results
include, but are not limited to, the risks described in our Annual Report on
Form 10-KSB for the year ended December 31, 2006.
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Item
1.01.
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Entry
into a Material Definitive Agreement, and
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Item
3.02.
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Unregistered
sales of Equity
Securities.
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Concerning
the Company’s Variable Rate Self-Liquidating Senior Secured Convertible
Debentures due April 17, 2009 (the “Debentures”), on January 25, 2008, the
Company entered into an agreement with each of Nite Capital LP (“Nite”) and
Cornix Management LLC (“Cornix”), two of the holders of Debentures. On January
28, 2008, the Company entered into an agreement with each of two other holders
of Debentures, Double U Master Fund, L.P. (“Double U”) and Harborview Master
Fund LP (together with Nite, Cornix, and Double U, the “Four Holders”).
Under
each of the agreements, the Company agreed to issue to the Four Holders an
aggregate of 813,306 shares (“Conversion Shares”) of common stock, par value
$.001 per share (“Common Stock”), in partial satisfaction of the redemption
payments due to the Four Holders on each of January 1, 2008 and February 1,
2008.
In
connection with the Agreement with each of the Four Holders, the Company also
agreed to true-up each of their February 1, 2008 redemption payments in
accordance with the provisions of Section 6 of the Debentures by issuing an
additional number of Conversion Shares equal to the difference between the
number of Conversion Shares issued with respect to the February 1, 2008
redemption payment prior to February 15, 2008, and a number determined by
dividing the aggregate unpaid principal and accrued interest of the February
1,
2008 redemption by 82.5% of the average of the daily volume weighted average
price of the Company’s Common Stock for the 10 trading days ending on February
14, 2008.
To
induce
each of the Four Holders to enter into the Agreement, the Company agreed to
issue to each of them an amount of restricted shares of Common Stock equal
to
25,000 shares for each $1,000,000 in principal amount of Debentures, or fraction
thereof, held by each of the Four Holders as of the date of the Agreement,
or an
aggregate of 21,116 restricted shares of Common Stock of the Company (the
“Inducement Shares”).
On
January 14, 2008, the Company issued (i) to David Long 75,914 restricted shares
of Common Stock in payment for communications services provides to the Company;
(ii) to Richard A. Fisher 130,880 restricted shares of Common Stock in payment
for services provided as corporate counsel to the Company; (iii) to Midtown
Partners & Co., LLC and its designees an aggregate of 210,000 restricted
shares of Common Stock in payment for placement agent services provided to
the
Company; (iv) to Thomas Kell, a director of the Company, 80,000 restricted
shares of Common Stock in payment for services provided to the Company as a
member of the Company’s Environmental Committee and the Company’s Compensation
Committee; and (v) to Kenneth Przysiecki, a director of the Company, 40,000
restricted shares of Common Stock in payment for services provided to the
Company as a member of the Company’s Environmental Committee.
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
January 15, 2008, the Company entered into a 2008 Employment Agreement and
Plan
with Gary M. Laskowski, a director of the Company. Under the agreement, Mr.
Laskowski will be employed as non-executive Chairman of the Board of Directors
of the Company and will advise the Company with respect to (i) strategic
planning and acquisitions, (ii) funding of the Company’s operations and
acquisitions, and (iii) the Company’s business and operations. The Company will
compensate Mr. Laskowski at an annual rate of $150,000, payable in arrears
in
equal installments according to Company practice, in cash or common stock under
the terms of the agreement. The Company will also pay Mr. Laskowski accrued
compensation in the amount of $57,500, payable in biweekly amounts of $4,230
as
provided under the terms of the agreement.
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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SOLOMON
TECHNOLOGIES, INC.
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(Registrant)
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Dated:
January 31, 2008
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By:
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/s/
Gary M.
Laskowski
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Gary
M.
Laskowski
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Principal
Executive Officer
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