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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): August
7, 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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14
Commerce Drive
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Danbury, Connecticut 06810
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(Address of principal executive offices, zip code)
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Registrant's
telephone number, including area code: (203)
797-9586
(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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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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, 2007.
Item
3.02. Unregistered Sales of Equity Securities.
The
information included in Item 5.02 of this Form 8-K is hereby incorporated by
reference into this Item 3.02.
On
August
15, 2008, we issued four million restricted shares of common stock to four
directors (including to Mr. Laskowski as provided in Item 5.02 hereof) in
consideration of their agreements to serve on our Board of
Directors.
On
August
15, 2008, in consideration of their agreements to serve on the our Board of
Directors, we granted to two individuals (including to Mr. D’Amelio as provided
in Item 5.02 hereof) a fully vested, non-cancelable, non-qualified option to
purchase one million shares of common stock. The principal terms of the option
are an exercise price of $0.03 per share, the right to pay the exercise price
on
a “cashless” basis, an expiration date of June 30, 2013, and the right to
register the underlying shares of common stock on a piggyback basis.
On
August
15, 2008, we issued one million five hundred thousand restricted shares of
common stock to two individuals in consideration of their agreements to serve
on
our Advisory Board.
On
August
15, 2008, in consideration of his agreement to serve on the our Advisory Board,
we granted to one individual a fully vested, non-cancelable, non-qualified
option to purchase seven hundred fifty thousand shares of common stock. The
principal terms of the option are an exercise price of $0.03 per share, the
right to pay the exercise price on a “cashless” basis, an expiration date of
June 30, 2013, and the right to register the underlying shares of common stock
on a piggyback basis.
On
August
15, 2008, we issued to each of the former Chairman of its Advisory Committee
(currently serving as a member of the our Board of Directors) and the current
Chairman of its Advisory Board a non-qualified option to purchase three million
shares of common stock. The principal terms of the option are an exercise price
of $0.03 per share, the right to pay the exercise price on a “cashless” basis,
an expiration date of June 30, 2013, vesting in equal quarterly installments
of
750,000 options with the first such vesting to occur on September 1, 2008,
and
the right to register the underlying shares of common stock on a piggyback
basis.
On
August
15, 2008, the Company issued 13,593,456 shares of Common Stock to four holders
of its Variable Rate Self-Liquidating Senior Secured Convertible Debentures
due
April 17 and September 1, 2009 pursuant to the monthly pre-redemption provisions
thereof.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
August
15, 2008, we entered into agreements effective July 1, 2008 with Gary M.
Laskowski and Michael A. D’Amelio, relating to their employment with the
Company. Pursuant to 2008 Amended Employment Agreements and Plans (“Agreements”)
that were approved by the independent Compensation Committee of the Board of
Directors and by unanimous vote of the Board of Directors, we retained Messrs.
Laskowski and D’Amelio in senior managerial capacities, initially as
non-executive Chairman of the Board and Secretary, respectively, for a period
ending June 30, 2011. Annual compensation for each is at the rate of $250,000,
unless paid in shares of the our common stock, in which event annual
compensation is at the rate of $400,000. Each Agreement provides that taxes
will
be “grossed up” in cash at the rate of 35% if compensation is paid in shares of
common stock. We have agreed to register with the Securities and Exchange
Commission (“Commission”) shares of common stock issued as compensation under
the Agreements on Form S-8 or equivalent.
We
also
agreed to pay to each of Messrs. Laskowski and D’Amelio $72,916 per month for 12
months in settlement of the our obligations with respect to certain outstanding
compensation. We will pay this compensation in shares of common stock registered
with the Commission on Form S-8 or equivalent (unless the employee elects to
receive restricted shares of common stock) at a value equal to the closing
price
of the common stock on the last trading day, but not less than $0.03 per share.
Taxes will be “grossed up” in cash at the rate of 35% of compensation paid in
shares of common stock.
We
will
also pay to Messrs. Laskowski and D’Amelio in cash an amount equal to $2,500 per
salary payment date (approximately twice per month) against total accrued
compensation owed to them in the amounts of $11,676 and $47,926, respectively,
until such time as such accrued compensation has been paid in full.
As
an
inducement for each of Messrs. Laskowski and D’Amelio to continue their
employment with us, we granted to each of them a fully vested, non-cancelable,
non-qualified option to purchase ten million shares of common stock in
accordance with separate Stock Option Agreements. The principal terms of the
option are an exercise price of $0.03 per share, the right to pay the exercise
price on a “cashless” basis, an expiration date of June 30, 2013, and the right
to register the underlying shares of common stock on a piggyback basis.
In
consideration of Mr. Laskowski’s agreement to serve on our Board of Directors,
we issued to him one million restricted shares of common stock. In consideration
of Mr. D’Amelio’s agreement to serve on our Board of Directors, we granted him a
fully vested, non-cancelable, non-qualified option to purchase one million
shares of common stock in accordance with a separate Stock Option Agreement.
The
principal terms of the option are an exercise price of $0.03 per share, the
right to pay the exercise price on a “cashless” basis, an expiration date of
June 30, 2013, and the right to register the underlying shares of common stock
on a piggyback basis.
Mr.
Laskowski, 55, has been a director of the Company since May 2004, was vice
president from November 2005 through December 2007 and served as Acting
Principal Executive Officer from January 2008 through May 2008.. Mr. Laskowski
is a principal and founder of Venture Partners Ltd., a private investment bank
founded in 1986. Mr. Laskowski serves on the boards of a number of companies
involved in electronics, power systems and software development. Mr. Laskowski
holds a Bachelor’s Degree in Electrical Engineering from the University of
Connecticut.
Mr.
D’Amelio, 50, has been a director of the Company since May 2004 and was a
vice president from November 2005 through 2007. He currently serves as its
Secretary. Mr. D’Amelio is the Managing Director and founder of JMC Venture
Partners LLC, a private equity fund founded in 1999 that focuses on middle
market manufacturing, distribution, technology and service companies. Mr.
D’Amelio serves on numerous corporate boards and committees and is a graduate
of
Northeastern University with a BS in Management.
In
January 2007 the Company entered into an agreement dated as of December 31,
2006
with certain senior noteholders of the Company, including an affiliate of each
of Messrs. Laskowski and D’Amelio, pursuant to which the maturity date of their
notes was extended from January 15, 2007 to September 30, 2007. To induce such
noteholders to extend their notes, at the noteholder's option, we agreed to
either (i) issue shares of common stock in an amount equal to 10,000 shares
for
each $100,000 of principal amount of notes, or fraction thereof, held by such
noteholder or (ii) pay such noteholder an amount in cash equal to 5% of the
principal amount of the notes, or fraction thereof, held by such noteholder.
On
March 8, 2007, we issued 79,009 shares of common stock to those noteholders
who
elected to receive shares.
On
September 28, 2007, the we entered into an agreement with certain of these
senior noteholders, including an affiliate of each of Messrs. Laskowski and
D’Amelio, pursuant to which the maturity date of their senior secured notes was
extended from September 30, 2007, to September 7, 2008, subject to further
extensions to December 31, 2008, and April 17, 2009 upon accrual or payment,
in
each instance, of an amount equal to 5% of each holder’s principal balance, in
the event that we have not filed a registration statement with the Commission
by
such dates. To induce the noteholders to extend the notes, we agreed to
compensate each of the noteholders, including an affiliate of each of Messrs.
Laskowski and D’Amelio, by (i) paying that noteholder an amount in cash equal to
7% of the principal amount of the notes, or fraction thereof, held by that
holder, which amount was added to the principal amount of the holder’s notes,
and (ii) giving each of the noteholders the opportunity to buy, for $100, the
right to convert their notes to common stock in the future at $.35 per
share.
As
of
August 1, 2008, the balance of the debt owed to the noteholders who are
affiliates of Messrs. Laskowski and D’Amelio is approximately $826,000,
excluding accrued interest.
We
owe
$125,000 to Jezebel Management Corporation, an entity wholly-owned by Mr.
D’Amelio.
On
August
24, 2007, we entered into an agreement with JMC Venture Partners LLC (“JMC”), an
affiliate of Mr. D’Amelio, pursuant to which JMC agreed to provide us with a
line of credit, the aggregate principal amount of which may not exceed
$15,000,000, that is to be used exclusively for acquisitions. The line of credit
will be available through August 24, 2008. Any amounts loaned under the line
of
credit will accrue interest at a rate of 12% per annum, plus quarterly
investment fees of 1% of the amounts then outstanding and monitoring fees of
2.5% of the amounts advanced under the line of credit. Upon execution of the
line of credit agreement, we incurred a 2.5% commitment fee on the full amount
of the line of credit. The monitoring fees and commitment fee are each payable
in shares of our common stock. The number of shares to be issued will be
calculated by dividing the dollar amount of the fee by the average closing
price
of a share of common stock for the 10 business days preceding the date of
payment. In the event of a default, the interest rate will increase to 18%
per
annum. Loans made under the line of credit will mature on the last day of the
twelfth month after they are made. The loans will be made to our acquisition
subsidiaries and unconditionally guaranteed by us. The line of credit is subject
to ordinary documentation requirements for each closing. As payment for the
commitment fee on the full amount of the line of credit, we issued an aggregate
of 974,026 shares of common stock to JMC on August 27, 2007.
On
September 5, 2007, our wholly-owned subsidiary Deltron LLC acquired
substantially all of the assets of Deltron Inc., a privately-held corporation
based in Pennsylvania. To fund the purchase price, Deltron LLC borrowed
$2,750,000 pursuant to the JMC line of credit evidenced by secured promissory
note. We incurred approximately $219,000 in debt issuance costs, of which
$88,238 was paid through the issuance of 284,638 shares of common
stock to JMC. The note bears interest at 12% annually, plus quarterly investment
fees of 1% of the amounts then outstanding, and matures on September 5,
2008.
Bril
Corporation, a consulting firm of which Mr. Laskowski is a principal, provides
bookkeeping services to us for a fee of $60,000 per year.
On
August
7, 2008, Thomas Kell resigned from our Board of Directors. Mr. Kell had no
disagreements with the Company.
Item
9.01. Financial Statements and Exhibits.
See
the
Exhibit Index set forth below for a list of exhibits included with this Form
8-K.
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:
August 18, 2008
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By:
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/s/
Peter W. DeVecchis, Jr.
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Peter
W. DeVecchis, Jr.
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President
and Principal Executive Officer
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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10.1
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Form
of Stock Option Agreement issued to members of the Board of Directors
and
members of Advisory Board
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10.2
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Form
of Stock Option Agreement issued to members of the Advisory
Board
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10.3
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2008
Amended Employment Agreement and Plan for Gary M.
Laskowski
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10.4
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2008
Amended Employment Agreement and Plan for Michael A.
D’Amelio
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10.5
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Stock
Option Agreement issued to Gary M. Laskowski in connection with the
Gary
M. Laskowski 2008 Amended Employment Agreement and Plan
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10.6
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Stock
Option Agreement issued to Michael A. D’Amelio in connection with the
Michael A. D’Amelio 2008 Amended Employment Agreement and
Plan
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99.1
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Press
release issued by Solomon Technologies, Inc. on August 18,
2008.
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