-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NZmb2mHfwYa0RE5SW2hhbjtATG3GnCMQ4F3VqKmcOYc1WR7dtd8ULGTNmHFbfC4S LNJfeLLA5sNe+S0jlC4jaw== 0001144204-05-012273.txt : 20050420 0001144204-05-012273.hdr.sgml : 20050420 20050420163632 ACCESSION NUMBER: 0001144204-05-012273 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050418 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant FILED AS OF DATE: 20050420 DATE AS OF CHANGE: 20050420 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOLOMON TECHNOLOGIES INC CENTRAL INDEX KEY: 0001240722 STANDARD INDUSTRIAL CLASSIFICATION: MOTORS & GENERATORS [3621] IRS NUMBER: 521812208 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50532 FILM NUMBER: 05762320 BUSINESS ADDRESS: STREET 1: 7375 BENEDICT AVENUE CITY: BENEDICT STATE: MD ZIP: 20612 BUSINESS PHONE: 3012744479 8-K 1 v016624_8k.htm Unassociated Document
UNITED STATES
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): April 18, 2005
 
Solomon Technologies, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
  
000-50532
  
52-1812208
(State or other jurisdiction of incorporation)
  
(Commission File Number)
  
(IRS Employer Identification No.)

1400 L & R Industrial Boulevard
Tarpon Springs, Florida 34689
(Address of principal executive offices, zip code)
 
Registrant's telephone number, including area code: (727) 934-8778 
 
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):
     
  o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 
     
  o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 
     
  o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 
     
  o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 
 
 
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:

- "may"
- "will"
- "should"
- "estimates"
- "plans"
- "expects"
- "believes"
- "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 identified and discussed from time to time in our filings with the Securities and Exchange Commission.

Item 1.01. Entry into a Material Definitive Agreement

On April 18, 2005, Solomon Technologies, Inc. (the “Company”) borrowed $75,000 from Jezebel Management Corporation (“Jezebel”) and issued a promissory note in the principal amount of $75,000 to Jezebel. The note bears interest at a rate of 12% per annum and matures on July 15, 2005. The note has substantially the same terms as the promissory notes in the aggregate principal amount of $200,000 issued by the Company to Woodlaken, LLC (“Woodlaken”), Jezebel and Pinetree (Barbados), Inc. (“Pinetree”) between March 7, 2005 and April 1, 2005. The Company and each of Woodlaken, Jezebel and Pinetree are parties to an Amended and Restated Security Agreement dated March 16, 2005 pursuant to which the noteholders received a first priority security interest in all of the tangible and intangible assets of the Company.

The president of Jezebel is Michael D’Amelio, a director of the Company. Jezebel currently owns 250,000 shares of Series A Preferred Stock of the Company and holds a warrant to purchase 500,000 shares of common stock of the Company.

The board of directors of the Company has authorized the Company to borrow up to an additional $225,000 from Woodlaken, Jezebel, Pinetree and others on the same terms as the promissory notes issued to Woodlaken, Jezebel and Pinetree.
 
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
 
As more fully described under Item 1.01, on April 18, 2005, the Company borrowed $75,000 from Jezebel and issued a promissory note in the principal amount of $75,000 to Jezebel. The note is secured by a first priority security interest in all of the tangible and intangible assets of the Company. The note may be accelerated by Jezebel upon the occurrence of certain events of default, including the Company’s bankruptcy or liquidation or breach of any of the Company’s representations or obligations under the note. The note matures on July 15, 2005.
 
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SIGNATURE
 
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.

 
     
  SOLOMON TECHNOLOGIES, INC.
(Registrant)
 
 		  
 		  
 
Date: April 18, 2005 By:   /s/ Peter W. DeVecchis, Jr.
 
Peter W. DeVecchis, Jr.
  President
(Principal Executive Officer)

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