8-K 1 v129764_8k.htm
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): October 22, 2008

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.)

14 Commerce Drive
Danbury, Connecticut 06810
(Address of principal executive offices, zip code)

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):
 
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 described in our Annual Report on Form 10-KSB for the year ended December 31, 2007.
 
Item 3.02.
Unregistered Sales of Equity Securities.

On October 22, 2008, the Company issued 23,776,225 shares of Common Stock to four holders of its Variable Rate Self-Liquidating Senior Secured Convertible Debentures due April 19 and September 1, 2009 (the “Debentures”). These shares of Common Stock were issued pursuant to the pre-redemption provisions of the Debentures.



 

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)
 
 
 
 
 
 
Dated: October 27, 2008
By:
/s/ Peter W. DeVecchis, Jr.          
 
 
Peter W. DeVecchis, Jr.          
 
 
President and Principal Executive Officer