As filed with the Securities and Exchange Commission on January 23, 2002
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SALES ONLINE DIRECT, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 73-1479833
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
4 Brussels Street, Worcester, MA 01610 (508-791-6710)
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
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SALES ONLINE DIRECT, INC. 2001 NON-QUALIFIED STOCK OPTION PLAN
(Full title of Plan)
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Gregory Rotman
President
4 Brussels Street, Worcester, MA
(508) 791-6710
(Name, Address and Telephone Number,
Including Area Code, of Agent for Service)
with a copy to:
Michael A. Refolo, Esq.
Bowditch & Dewey, LLP
311 Main Street, Worcester, MA 01608
(508) 926-3425
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount Maximum Maximum Amount of
Title of Each Class of to Be Offering Price Aggregate Registration
Securities to Be Registered Registered Per Share(1) Offering Price(1) Fee
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Common Stock, $.001 par value 20,000,000(2) $.07 $1,400,000 $128.80
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(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457 under the Securities Act of 1933, on the basis of the average
of the high and low reported price of the Common Stock as reported on the
National Association of Securities Dealers OTC Bulletin Board on January
22, 2002.
(2) This Registration Statement covers 20,000,000 additional shares of common
stock of Sales OnLine Direct, Inc. that are being registered pursuant to
the Sales OnLine Direct, Inc. 2001 Non-Qualified Stock Option Plan, as
amended (the "Amended Plan"). These shares reflect an increase of
20,000,000 shares authorized under the Amended Plan. This Registration
Statement also relates to such presently indeterminable number of
additional shares of Common Stock are also registered hereunder as may be
issued in the event of a merger, consolidation, reorganization,
recapitalization, stock dividend, stock split or other similar change in
Common Stock.
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EXPLANATORY NOTE
This Registration Statement is filed pursuant to General Instruction E of
Form S-8 for the purpose of registering 20,000,000 additional shares of common
stock, par value $0.001 per share ("Common Stock"), of Sales OnLine Direct,
Inc., a Delaware corporation (the "Registrant"), eserved for issuance upon the
exercise of stock options or the issuance of restricted stock awards that may be
granted under the Sales OnLine Direct, Inc. 2001 Non-Qualified Stock Option
Plan. The contents of the Registrant's previously filed Form S-8 Registration
Statement (No. 333-55180), as filed with the Securities Exchange Commission on
February 7, 2001, the Form S-8 Registration Statement (No. 333-63268), as filed
with the Securities Exchange Commission on June 19, 2001, and the Form S-8
Registration Statement (No. 333-68718), as filed with the Securities and
Exchange Commission on August 30, 2001, are hereby incorporated by reference in
this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Number Description
4.1* Specimen Common Stock Certificate (Filed as Exhibit 4.1 to the
Registrant's Registration Statement on Form SB-2 (Reg. No. 333-48542)).
5** Legal Opinion of Bowditch & Dewey, LLP.
23.1** Consent of Bowditch & Dewey, LLP (contained in its opinion filed as
Exhibit 5).
23.2** Consent of Wolf & Company, P.C.
24** Power of Attorney.
99.1** Sales OnLine Direct, Inc. 2001 Non-Qualified Stock Option Plan, as
amended.
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* Incorporated by reference. In accordance with Rule 411 promulgated
pursuant to the Securities Act, reference is made to the documents noted
which have been previously filed with the Commission, and are
incorporated by reference herein.
** Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Form S-8
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Worcester, Massachusetts, on January 22, 2002.
SALES ONLINE DIRECT, INC.
By: /s/Gregory Rotman
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Gregory Rotman, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Gregory Rotman and Richard Rotman, and each of
them (with full power to each of them to act alone), his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and 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 said attorneys-in-fact and agents, or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Form S-8 Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
Signature Title Date
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/s/ Gregory Rotman Director, President and Chief January 22, 2002
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Gregory Rotman Executive Officer (Principal
Executive Officer)
/s/ Richard Rotman Director, Chief Financial January 22, 2002
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Richard Rotman Officer, Vice President and Treasurer
(Principal Financial Officer)
/s/ John Martin Director, Vice President and Chief January 22, 2002
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John Martin Technical Officer
/s/ Andrew Pilaro Director January 22, 2002
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Andrew Pilaro
EXHIBIT INDEX
Exhibit
Number
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4.1* Specimen Common Stock Certificate (Filed as Exhibit 4.1 to the
Registrant's Registration Statement on Form SB-2 (Reg. No. 333-48542)).
5** Legal Opinion of Bowditch & Dewey, LLP.
23.1** Consent of Bowditch & Dewey, LLP (contained in its opinion filed as
Exhibit 5).
23.2** Consent of Wolf & Company, P.C.
24** Power of Attorney.
99.1** Sales OnLine Direct, Inc. 2001 Non-Qualified Stock Option Plan, as
amended.
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* Incorporated by reference. In accordance with Rule 411 promulgated
pursuant to the Securities Act, reference is made to the documents noted
which have been previously filed with the Commission, and are
incorporated by reference herein.
** Filed herewith.