| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 05/27/2004 |
3. Issuer Name and Ticker or Trading Symbol
SOLOMON TECHNOLOGIES INC [ solm ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series A Preferred Stock, par value $0.001 per sharemarks\ | 04/30/2004 | 04/30/2014(1) | Common Stock, par value $0.001 per share | 150,000 | 1 | I | See Remarks |
| Common Stock Purchase Warrant | 04/30/2004 | 04/30/2014 | Common Stock, par value $0.001 per share | 300,000 | 1 | I | See Remarks |
| Explanation of Responses: |
| 1. The Series A Preferred Stock does not have an expiration date. A date is required to complete the Form 3 filing. |
| Remarks: |
| Gary M. Laskowski was appointed to the board of directors of Solomon Technologies, Inc. ("Solomon") on May 27, 2004. Mr. Laskowski and Jonathan Betts are the managing members of Woodlaken, LLC ("Woodlaken"). The managing members of Woodlaken possess voting and dispositive power for the securites held by Woodlaken. Woodlaken purchased 150,000 shares of Series A Preferred Stock (the "Preferred Stock") and warrants (the "Warrants") to purchase 300,000 shares of Common Stock pursuant to a Securities Purchase Agreement dated as of April 15, 2004 (the "Agreement") by and among Solomon, Woodlaken, and certain other investors (the "Investors"). Each share of Preferred Stock is immediately convertible, at the option of Woodlaken, into one share of Common Stock. The shares of Preferred Stock and Warrants are owned directly by Woodlaken. Mr. Laskowski disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. Pursuant to the Agreement, the investors granted to Woodlaken an irrevocable proxy to vote or act by written consent to the fullest extent permitted by and subject to applicable law with respect to all of the shares of Preferred Stock purchased by such Investors. Each of the shares of Preferred Stock is immediately convertible, at the election of the Investors, into one share of Common Stock. By virtue of this proxy, Mr Laskowski may be deemed to be a beneficial owner, for purposes of determining status as a 10% holder, of 2,356,474 shares of Preferred Stock beneficially owned by the Investors, and upon the conversion thereof, of 2,356,474 shares of Common Stock. For purposes of this Form 3, Mr Laskowski is not the beneficial owner of the shares of Preferred Stock or Common Stock beneficially owned by the Investors becuase neither Woodlaken nor Mr. Laskowski currently has any pecuniary interest in such securities. |
| /s/ Gary M. Laskowski | 06/07/2004 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||