I stand corrected 16% insiders and board of directors others 13.1% These % will be less because of the Options when figuring voteing rights SEC filings Date 2/20/09 proxy statement (definitive) Def 14A
NAME OF
NUMBER OF SHARES PERCENTAGE
OF
BENEFICIAL OWNER BENEFICIALLY OWNED COMMON
STOCK
Gary M. Laskowski
Chairman of the Board and Vice President 24,955,222 (1) 8.6 %
Peter W. DeVecchis
President 1,770,000 (2) * %
Samuel F. Occhipinti
Chief Financial Officer 525,000 (3) * %
Jonathan D. Betts
Director 5,087,665 (4) 1.8 %
Kenneth M. Przysiecki
Director 3,865,000 (5) 1.3 %
D.
Shannon LeRoy
Director 3,688,730 (6) 1.3 %
Glen Wegner
Director 6,750,000 (7) 2.3 %
All Executive Officers and Directors as a Group (7 persons) 46,641,617 16.0 %
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* Less than one percent based on a total of 291,271,790 shares issued and outstanding on February 9, 2009.
(1) Includes 498,217 shares of common stock owned by Woodlaken LLC and 440,479 shares of common stock issuable upon conversion of $130,440 aggregate principal amount of senior secured notes held by Woodlaken, and $23,727.91 of accrued interest thereon as of September 30, 2007, that is convertible into common stock at a price of $0.35 per share. Mr. Laskowski and Jonathan D. Betts, the managers of Woodlaken, possess voting and dispositive power for the securities held by Woodlaken. Mr. Laskowski disclaims beneficial ownership of the securities owned by Woodlaken except to the extent of his pecuniary interest therein. Also includes 167,826 shares of common stock owned by Bril Corporation Profit Sharing Plan & Trust, of which Mr. Laskowski is one of several participants. Mr. Laskowski disclaims beneficial ownership of the securities owned by Bril Profit Sharing Plan & Trust, except to the extent of his pecuniary interest herein. Also includes 25,000 shares of common stock issuable upon exercise of options granted to Mr. Laskowski at an exercise price of $0.55 per share that expire in July 2014. Also includes 184,024 shares of common stock owned by Mr. Laskowski’s wife and 100,000 shares of common stock owned by Mr. Laskowski’s son. Also includes 10,000,000 shares of Common Stock issuable upon exercise of options granted to Mr.
Laskowski at an exercise price of $.003 per share that expire on June 30, 2013.
(2) Includes 100,000 shares of Common Stock issuable upon exercise of options granted to Mr. DeVecchis at an exercise price of $2.09 per share that expire in September 2011 and 100,000 shares of Common Stock issuable upon exercise of options granted to Mr. DeVecchis at an exercise price of $1.45 per share that expire in November 2011. Includes 1,000,000 shares of Common Stock issuable upon exercise of options granted to Mr. DeVecchis at an exercise price of $.0068 per share that expire on December 31, 2013.
(3) Includes 75,000 shares of Common Stock issuable upon exercise of options granted to Mr. Occhipinti at an exercise price of $1.45 per share that expire in November 2011. Also includes 100,000 shares of Common Stock issuable upon exercise of options granted to Mr. Occhipinti at an exercise price of $0.22 per share that expire in June 2012.
(4) Includes 498,218 shares of Common Stock owned by Woodlaken LLC. Mr. Betts and Gary Laskowski, the managers of Woodlaken, possess voting and dispositive power for the securities held by Woodlaken. Also includes 440,479 shares of common stock issuable upon conversion of $130,440 aggregate principal amount of senior secured notes held by Woodlaken, and $23,727.91 of accrued interest thereon as of September 30, 2007, that is convertible into common stock at a price of $0.35 per share. Mr. Betts disclaims beneficial ownership of the securities owned by Woodlaken except to the extent of his pecuniary interest therein. Also includes 64,996 shares of Common Stock owned by International Capital Partners LLC. Mr. Betts is the managing member of International Capital Partners LLC. Mr. Betts disclaims beneficial ownership of the securities owned by International Capital Partners LLC except to the extent of his pecuniary interest therein. Also includes 167,106 shares of Common Stock owned by Bril Profit Sharing Plan & Trust, of which Mr. Betts is one of several participants. Mr. Betts disclaims beneficial ownership of the securities owned by Bril Profit Sharing Plan & Trust, except to the extent of his pecuniary interest therein. Also includes 25,000 shares of Common Stock issuable upon exercise of options granted to Mr. Betts at an exercise price of $0.55 per share that expire in July 2014. Also includes 323,300 shares of Common Stock owned by Mr. Betts’ wife and 55,097 shares owned by Mr. Betts’ minor daughter. Also includes 1,000,000 shares of Common Stock issuable upon exercise of options granted to Mr. Betts at an exercise price of $.03 per share that expire on June 30, 2013. Also includes 2,500,000 shares of Common Stock issuable upon exercise of options granted to Mr. Betts at an exercise price of $.0068 per share that expire on December 31, 2013.
(5) Includes 2,500,000 shares of Common Stock issuable upon exercise of options granted to Mr. Przysiecki at an exercise price of $.0068 per share that expire on December 31, 2013.
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(6) Includes 2,500,000 shares of Common Stock issuable upon exercise of options granted to Mr. LeRoy at an exercise price of $.0068 per share that expire on December 31, 2013.
(7) Includes 3,000,000 shares of Common Stock issuable upon exercise of options granted to Mr. Wegner at an exercise price of $.03 per share that expire on June 30, 2013. Includes 2,500,000 shares of Common Stock issuable upon exercise of options granted to Mr. Wegner at an exercise price of $.0068 per share that expire on December 31, 2013.
Security Ownership of Certain Beneficial Owners
The Company has determined that the following person is a holder of more than 5% of the outstanding shares of Solomon Common Stock as of February 9, 2009:
NAME AND ADDRESS OF NUMBER OF SHARES PERCENTAGE
OF
BENEFICIAL OWNER BENEFICIALLY OWNED COMMON
STOCK
Michael A. D’Amelio (1)
2 Oliver Street
Boston, Massachusetts 02109 38,212,261 (2) 13.1 %
(1) Mr.
D’Amelio is a former officer and director of the Company.
(2) Includes 1,604,826 shares of common stock owned by JMC Venture Partners, 1,976,633 shares of common stock owned by Jezebel Management Corporation, 2,340,375 shares of common stock issuable upon conversion of $695,400 in aggregate principal amount of senior secured notes held by Jezebel, and $123,731.53 of accrued interest thereon as of September 30, 2007, that is convertible into common stock at a price of $0.35 per share. Mr. D’Amelio is a partner in JMC Venture Partners and owns 100% of Jezebel Management Corporation. Also includes 25,000 shares of common stock issuable upon exercise of options granted to Mr. D’Amelio at an exercise price of $0.55 per share that expire in July 2014. Also includes 11,000,000 shares of Common Stock issuable upon exercise of options granted to Mr. D’Amelio at an exercise price of $.03 per shares that expire on June 30, 2013.
OTHER MATTERS
The Board of Directors knows of no matters other than those described in this Proxy Statement that are likely to come before the Special Meeting.
BY ORDER OF THE BOARD OF DIRECTORS,
RICHARD A. FISHER
Assistant Secretary
