U.S SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Date of Report (Date of earliest event reported) January 3, 2002
SEARCHHOUND.COM, INC.
(Exact Name of Registrant as specified in its charter)
NEVADA
0-19471
91-1942841
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
12817 Woodson
Overland Park, Kansas 66209
(Address of Principal or Executive Offices)
(913) 568-8133
(Registrant's Telephone Number)
(Former name or former address, if changed since last report)
Item 5. Other events.
On January 3, 2003 the Company entered into an asset sale agreement, which sold
the following assets of the Company to Solutions.com, LLC, an entity controlled
by David L. Mullikin:
a. Certain domains including: www.searchhound.com, www.solosearch.com,
www.godado.co.uk, www.freeairmiles.com, and www.moneymessage.com ,
b. Customer lists, email names and addresses (for each domain)
c. Software, programming code, intellectual property (for each domain)
d. Certain computer and office equipment
Mr. Mullikin is a director of SearchHound.com, Inc. and is its acting Chief
Executive Officer. The net book value of the net assets sold to Mr. Mullikin
approximated $8,000 as of the date of sale. Pursuant to the asset sale agreement
the Company agreed to transfer such assets to Mr. Mullikin in settlement of the
remaining outstanding principal balance owed by the company to Mr. Mullikin
pursuant to a certain Promissory Note dated July 11, 2000 with a principle
balance of One Hundred Seventy Nine Thousand Dollars ($179,000.00) together with
all accrued but unpaid interest. Previously, the Company had made partial
reductions to the unpaid note balance by the issuance of 181,292 shares of
SearchHound.com, Inc. common stock and a cash payment of $7,500.
In addition, Mr. Mullikin agreed to cancel the rental payments owed to him by
the Company for its use of webhosting and office space.
On January 3, 2003 the Company also entered into an asset sale agreement, which
sold the following assets of the Company to Summit Ridge Technologies Group, LLC
(an unaffiliated entity):
EarlyBirdDomain.com domain,
Database for EarlyBirdDomain.com including all subscribers (active, inactive,
and unsubscribed), and
EarlyBirdDomain clients, customers
The net book value of the net assets sold approximated $0 as of the date of
sale. Pursuant to the asset sale agreement the Company agreed to transfer such
assets in exchange for nominal cash consideration.
Item 7. Financial Statements and Exhibits.
a. Financial statements of businesses acquired:
Not applicable
b. Pro forma financial information:
Not applicable
c. Exhibits:
EXHIBIT INDEX
Exhibit No. Description of Exhibit
_____________ _______________________________________
99.1 Asset Purchase Agreement dated January 3, 2003,
by and between SearchHound.com, Inc. and
Solutions.com, LLC.
99.2 Settlement and Release Agreement by and between
SearchHound.com, Inc. and David L. Mullikin
99.3(*) Rental agreement by and between SearchHound.com,
Inc. and David L. Mullikin
99.4(*) Promissory note dated July 11, 2000 by and
between SearchHound.com, Inc. and David L.
Mullikin
99.5 Asset Purchase Agreement dated January 3, 2003,
by and between SearchHound.com, Inc. and Summit
Ridge Technologies Group, LLC.
(*) Previously filed with the Commission.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SearchHound.com, Inc.
(Registrant)
Date:
January 3, 2003
/s/ Dave L. Mullikin
Dave L. Mullikin, Acting Principal Executive Officer
EXHIBIT INDEX
Exhibit No. Description of Exhibit
_____________ _______________________________________
99.1 Asset Purchase Agreement dated January 3, 2003,
by and between SearchHound.com, Inc. and
Solutions.com, LLC.
99.2 Settlement and Release Agreement by and between
SearchHound.com, Inc. and David L. Mullikin
99.3(*) Rental agreement by and between SearchHound.com,
Inc. and David L. Mullikin
99.4(*) Promissory note dated July 11, 2000 by and
between SearchHound.com, Inc. and David L.
Mullikin
99.5 Asset Purchase Agreement dated January 3, 2003,
by and between SearchHound.com, Inc. and Summit
Ridge Technologies Group, LLC.
(*) Previously filed with the Commission.
EXHIBIT 99.1
ASSET PURCHASE AGREEMENT
Between SearchHound.com, Inc.and Solutions.com, LLC.
January 3, 2003
This Agreement is entered into on January 3, 2003 by and between
SearchHound.com, Inc., a Nevada corporation (the "Seller") and,
Solutions.com, LLC; a Missouri limited liability company (the "Buyer").
The Buyer and the Seller are referred to collectively herein as the
"Parties."
The Buyer desires to purchase from Seller the Acquired Assets, as
defined herein.
Now, therefore, in consideration of the premises and the mutual promises
herein made, and in consideration of the representations, warranties,
and covenants herein contained, the Parties agree as follows.
1. Basic Transaction.
(a) Purchase and Sale of Assets. On and subject to the terms and
conditions of this Agreement, the Buyer hereby sells, transfers,
conveys, and delivers to the Buyer, all of the Acquired Assets for the
consideration specified below in Paragraph 1(c). For purposes of this
Agreement, the term Acquired Assets shall be the assets described and
listed in Exhibit A.
(b) Assumption of Liabilities. No liabilities, litigation or claims
known or unknown at the time of this agreement or that may arise in the
future shall be assumed by the buyer.
(c) Purchase Price. The Purchase Price shall equal the remaining
outstanding balance owed by Seller to Buyer pursuant to a certain
Promissory Note dated July 11, 2000 with a principle balance of One
Hundred Seventy Nine Thousand Dollars ($179,000.00), a copy of which is
referenced hereto and previously filed, (which has been reduced
partially by the issuance of 181,292 shares of SearchHound.com, Inc.
common stock and a cash payment of $7,500) that was assigned to Buyer by
Dave L. Mullikin, an individual (the "Note").
The Parties hereto acknowledge that, an independent valuation was not
obtained, however the net fair market value of the Acquired Assets is
estimated to be equal to Two Thousand Five Dollars ($2,500.00). As a
result, the difference in the value of the Acquired Assets and the
amounts owed pursuant to the Note shall be deemed forgiven. Buyer
hereby releases Seller from any and all liability that Seller may have
to it related to the Note.
(d) Allocation. The Parties agree to allocate the Purchase Price among
the Acquired Assets for all purposes (including financial accounting and
tax purposes) in accordance with the allocation schedule attached hereto
as Exhibit A.
2. Representations and Warranties of the Seller. The Seller represents
and warrants to the Buyer that the statements contained in this
Paragraph 2 are correct and complete as of the date of this Agreement.
(a) Organization of the Seller. The Seller is a corporation, duly
organized, validly existing, and in good standing under the laws of the
jurisdiction of its incorporation.
(b) Authorization of Transaction. The Seller has full power and
authority to execute and deliver this Agreement and to perform its
obligations hereunder.
(c) Noncontravention. Neither the execution and the delivery of this
Agreement, nor the consummation of the transactions contemplated hereby,
will violate any constitution, statute, regulation, rule, injunction,
judgment, order, decree, ruling, charge, or other restriction of any
government, governmental agency, or court to which the Seller is subject
or any provision of its charter or Bylaws. The Seller does not need to
give any notice to, make any filing with, or obtain any authorization,
consent, or approval of any government or governmental agency in order
for the Parties to consummate the transactions described in this
Agreement.
(d) Brokers Fees. The Seller has no liability or obligation to pay any
fees or commissions to any broker, finder, or agent with respect to the
transactions contemplated by this Agreement for which the Buyer could
become liable or obligated.
(e) Title to Tangible Assets. The Seller has good and marketable title
to the Acquired Assets.
(f) Legal Compliance. To the Knowledge of the Seller, the Seller has
complied with all applicable laws (including rules, regulations, codes,
plans, injunctions, judgments, orders, decrees, rulings, and charges
thereunder) of federal, state, local, and foreign governments (and all
agencies thereof), except where the failure to comply would not have a
material adverse effect upon the financial condition of the Seller.
3. Representations and Warranties of the Buyer. The Buyer represents
and warrants to the Seller that the statements contained in this
Paragraph 3 are correct and complete as of the date of this Agreement
and will be correct and complete.
(a) Organization of the Buyer. The Buyer is a limited liability company,
duly organized, validly existing, and in good standing under the laws of
the jurisdiction of its organization.
(b) Authorization of Transaction. The Buyer has full power and authority
to execute and deliver this Agreement and to perform its obligations
hereunder.
(c) Noncontravention. Neither the execution and the delivery of this
Agreement, nor the consummation of the transactions contemplated hereby,
will violate any constitution, statute, regulation, rule, injunction,
judgment, order, decree, ruling, charge, or other restriction of any
government, governmental agency, or court to which the Buyer is subject
or any provision of its charter or Operating Agreement. The Buyer does
not need to give any notice to, make any filing with, or obtain any
authorization, consent, or approval of any government or governmental
agency in order for the Parties to consummate the transactions described
by this Agreement.
(d) Brokers Fees. The Buyer has no liability or obligation to pay any
fees or commissions to any broker, finder, or agent with respect to the
transactions contemplated by this Agreement for which the Seller could
become liable or obligated.
4. Miscellaneous.
(a) No Third-Party Beneficiaries. This Agreement shall not confer any
rights or remedies upon any Person other than the Parties and their
respective successors.
(b) Entire Agreement. This Agreement (including the documents referred
to herein) constitutes the entire agreement between the Parties and
supersedes any prior understandings, agreements, or representations by
or between the Parties, written or oral, to the extent they related in
any way to the subject matter hereof.
(c) Succession and Assignment. This Agreement shall be binding upon and
inure to the benefit of the Parties named herein and their respective
successors.
(d) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.
(e) Headings. The section headings contained in this Agreement are
inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement.
(f) Governing Law. This Agreement shall be governed by and construed in
accordance with the domestic laws of the State of Missouri without
giving effect to any choice or conflict of law provision or rule
(whether of the State of Missouri or any other jurisdiction) that would
cause the application of the laws of any jurisdiction other than the
State of Missouri.
(g) Severability. Any term or provision of this Agreement that is
invalid or unenforceable in any situation in any jurisdiction shall not
affect the validity or enforceability of the remaining terms and
provisions hereof or the validity or enforceability of the offending
term or provision in any other situation or in any other jurisdiction.
(h) Expenses. The Buyer and the Seller will bear its own costs and
expenses (including legal fees and expenses) incurred in connection with
this Agreement and the transactions contemplated hereby.
(l) Incorporation of Exhibits. The Exhibits identified in this Agreement
are incorporated herein by reference and made a part hereof.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date
first above written.
BUYER
Solutions.com, LLC
By: _______________________
Dave L. Mullikin, Partner
Seller
SearchHound.com, Inc.
By: ___________________________
Dave L. Mullikin, on behalf of SearchHound.com, Inc.
EXHIBIT A
Acquired Assets and Price Allocation
The term "Acquired Assets", as used in the foregoing Agreement, shall include
the following:
Domains: www.searchhound.com, www.solosearch.com, www.godado.co.uk,
www.freeairmiles.com, and www.moneymessage.com,
Customer lists, email names and addresses (for each),
Software, programming code, intellectual property (for each),
Generic Mail Servers 1U,
IBM Tower and Mail Server,
Dell Tower 2 units,
Switch and Router,
UPS Power Supply 3 Units,
Office/Exchange Server 1 Unit,
Lucent telephone system and various telephone sets,
Miscellaneous desktop and server software, and
Desk and Chair
The Acquired Assets shall include all of the assets named above, whether
tangible or intangible, including all, websites, software, data lists, accounts
receivable, and customer lists.
EXHIBIT 99.2
SETTLEMENT AGREEMENT
This Agreement is dated as of January 3, 2003 and is by and between Dave
Mullikin, and individual ("DM") and SearchHound.com, Inc. ("SH").
WHEREAS, DM served as an employee of SH for a period of time ending on
August 15, 2002 and a Note of unpaid compensation for such period;
WHEREAS, SH still owes DM the sum of $179,000.00 as evidenced by a
promissory note ("Note") in principal amount of $179,000.00 plus earned
but unpaid interest by SH to DM and a pledge and security agreement
("Agreement") in which SH pledged to DM 223,951 shares of its common
stock (the "Pledged Stock") as partial collateral;
WHEREAS, the value of the Pledged Stock is less than the Outstanding
Amount.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the parties hereby agree as follows:
1. DM shall exercise the Note, and as a result of default shall retain the
Pledged Stock as partial payment of the Note.
2. SH shall issue 181,292 shares of common stock to DM as partial payment
of the Note.
3. SH shall pay a cash payment of $7,500 to DM,
4. SH transfers selected assets to DM or his assignee as shown on attached
Exhibit A,
5. DM acknowledges and agrees that it foregoes any and all interest that
may have been owed and payable under this Note and that the
consideration listed herein represents full and final payment and
complete settlement of any and all
amounts due to DM.
6. SH acknowledges and agrees that:
a. SH has had the opportunity to review this Agreement and discuss this
Agreement with its own, separate legal counsel; and
b. SH understands the provisions of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement by duly
authorized representatives.
SearchHound.com, Inc. Dave Mullikin
By: __________________________ By: ________________________
Dave L. Mullikin, on behalf of SH Dave L. Mullikin, an individual
EXHIBIT 99.5
ASSET PURCHASE AGREEMENT
between SearchHound.com, Inc. and
Summit Ridge Technologies Group, LLC
January 3, 2003
This Agreement is entered into on January 3, 2003 by and between
SearchHound.com, Inc., a Nevada corporation (the "Seller") and, Summit
Ridge Technologies Group, LLC a Missouri limited liability company or
its assignee (the "Buyer"). The Buyer and the Seller are referred to
collectively herein as the "Parties."
The Buyer desires to purchase from Seller the Acquired Assets, as
defined herein.
Now, therefore, in consideration of the premises and the mutual promises
herein made, and in consideration of the representations, warranties,
and covenants herein contained, the Parties agree as follows.
1. Basic Transaction.
(a) Purchase and Sale of Assets. On and subject to the terms and
conditions of this Agreement, the Buyer hereby sells, transfers,
conveys, and delivers to the Buyer, all of the Acquired Assets for the
consideration specified below in Paragraph 1(c). For purposes of this
Agreement, the term Acquired Assets shall be the assets described and
listed in Exhibit A.
(b) Assumption of Liabilities. No liabilities, litigation or claims
known or unknown at the time of this agreement or that may arise in the
future shall be assumed by the buyer.
(c) Purchase Price. The Purchase Price shall equal $10.00.
The Parties hereto acknowledge that, an independent valuation was not
completed, however it is accepted that the value of the Acquired Assets
has no cash value and is equal to the consideration provided in the
Purchase Price.
(d) Allocation. The Parties agree to allocate the Purchase Price among
the Acquired Assets for all purposes (including financial accounting and
tax purposes) in accordance with the allocation schedule attached hereto
as Exhibit A.
2. Representations and Warranties of the Target. The Target represents
and warrants to the Buyer that the statements contained in this
Paragraph 2 are correct and complete as of the date of this Agreement.
(a) Organization of the Target. The Target is a corporation, duly
organized, validly existing, and in good standing under the laws of the
jurisdiction of its incorporation.
(b) Authorization of Transaction. The Target has full power and
authority to execute and deliver this Agreement and to perform its
obligations hereunder.
(c) Non-contravention. Neither the execution and the delivery of this
Agreement, nor the consummation of the transactions contemplated hereby,
will violate any constitution, statute, regulation, rule, injunction,
judgment, order, decree, ruling, charge, or other restriction of any
government, governmental agency, or court to which the Target is subject
or any provision of its charter or Bylaws. The Target does not need to
give any notice to, make any filing with, or obtain any authorization,
consent, or approval of any government or governmental agency in order
for the Parties to consummate the transactions described in this
Agreement.
(d) Brokers Fees. The Target has no liability or obligation to pay any
fees or commissions to any broker, finder, or agent with respect to the
transactions contemplated by this Agreement for which the Buyer could
become liable or obligated.
(e) Title to Tangible Assets. The Target has good and marketable title
to the Acquired Assets.
(f) Legal Compliance. To the Knowledge of the Target, the Target has
complied with all applicable laws (including rules, regulations, codes,
plans, injunctions, judgments, orders, decrees, rulings, and charges
thereunder) of federal, state, local, and foreign governments (and all
agencies thereof), except where the failure to comply would not have a
material adverse effect upon the financial condition of the Target.
3. Representations and Warranties of the Buyer. The Buyer represents
and warrants to the Target that the statements contained in this
Paragraph 3 are correct and complete as of the date of this Agreement
and will be correct and complete.
(a) Organization of the Buyer. The Buyer is a limited liability company,
duly organized, validly existing, and in good standing under the laws of
the jurisdiction of its organization.
(b) Authorization of Transaction. The Buyer has full power and authority
to execute and deliver this Agreement and to perform its obligations
hereunder.
(c) Noncontravention. Neither the execution and the delivery of this
Agreement, nor the consummation of the transactions contemplated hereby,
will violate any constitution, statute, regulation, rule, injunction,
judgment, order, decree, ruling, charge, or other restriction of any
government, governmental agency, or court to which the Buyer is subject
or any provision of its charter or Operating Agreement. The Buyer does
not need to give any notice to, make any filing with, or obtain any
authorization, consent, or approval of any government or governmental
agency in order for the Parties to consummate the transactions described
by this Agreement.
(d) Brokers Fees. The Buyer has no liability or obligation to pay any
fees or commissions to any broker, finder, or agent with respect to the
transactions contemplated by this Agreement for which the Target could
become liable or obligated.
4. Miscellaneous.
(a) No Third-Party Beneficiaries. This Agreement shall not confer any
rights or remedies upon any Person other than the Parties and their
respective successors.
(b) Entire Agreement. This Agreement (including the documents referred
to herein) constitutes the entire agreement between the Parties and
supersedes any prior understandings, agreements, or representations by
or between the Parties, written or oral, to the extent they related in
any way to the subject matter hereof.
(c) Succession and Assignment. This Agreement shall be binding upon and
inure to the benefit of the Parties named herein and their respective
successors.
(d) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.
(e) Headings. The section headings contained in this Agreement are
inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement.
(f) Governing Law. This Agreement shall be governed by and construed in
accordance with the domestic laws of the State of Kansas without giving
effect to any choice or conflict of law provision or rule (whether of
the State of Kansas or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of
Kansas.
(g) Severability. Any term or provision of this Agreement that is
invalid or unenforceable in any situation in any jurisdiction shall not
affect the validity or enforceability of the remaining terms and
provisions hereof or the validity or enforceability of the offending
term or provision in any other situation or in any other jurisdiction.
(h) Expenses. The Buyer and the Target will bear its own costs and
expenses (including legal fees and expenses) incurred in connection with
this Agreement and the transactions contemplated hereby.
(l) Incorporation of Exhibits. The Exhibits identified in this Agreement
are incorporated herein by reference and made a part hereof.
*****
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date
first above written.
"BUYER"
Summit Ridge Technologies Group, LLC
By: _______________________
_________________ _________
"Seller"
SearchHound.com, Inc.
By: ___________________________
Dave L. Mullikin, on behalf of Seller
EXHIBIT A
Acquired Assets
The term "Acquired Assets", as used in the foregoing Agreement, shall include
the following:
EarlyBirdDomain.com domain,
Database for EarlyBirdDomain.com including all subscribers
(active, inactive, and unsubscribed), and
EarlyBirdDomain clients, and customers
The Acquired Assets shall include all of the assets named above, whether
tangible or intangible, including, websites, software, customers, data lists,
and customer lists.