SCHEDULE 14A
INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act ofREQUIRED IN PROXY STATEMENT
PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e) (2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to section 240.14a-12CHECK THE APPROPRIATE BOX:
/ / PRELIMINARY INFORMATION STATEMENT
/X/ DEFINITIVE INFORMATION STATEMENT
SEARCHHOUND.COM, INC.
................................................................................
(Name of Registrant as Specified In Its Charter)
................................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box)(NAME OF COMPANY AS SPECIFIED IN CHARTER)
NOT APPLICABLE
(NAME OF PERSON(S) FILING THE INFORMATION STATEMENT IF OTHER THAN COMPANY)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and/X/ NO FEE REQUIRED.
/ / FEE COMPUTED ON TABLE BELOW PER EXCHANGE ACT RULES 14C-5(G) AND
0-11.
1) Title of each class of securities to which transaction
applies:
........................................................TITLE OF EACH CLASS OF SECURITIES TO WHICH TRANSACTION APPLIES:
COMMON STOCK, PAR VALUE $0.001 PER SHARE
2) Aggregate number of securities to which transaction
applies:
........................................................AGGREGATE NUMBER OF SECURITIES TO WHICH TRANSACTION APPLIES:
1,088,159 SHARES OF COMMON STOCK
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined.)PER UNIT PRICE OR OTHER UNDERLYING VALUE OF TRANSACTION COMPUTED PURSUANT
TO EXCHANGE ACT RULE 0-11:
4) PROPOSED MAXIMUM AGGREGATE VALUE OF TRANSACTION:
/__/ CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY EXCHANGE ACT RULE
0-11(A)(2) AND IDENTIFY THE FILING FOR WHICH THE OFFSETTING FEE WAS PAID
PREVIOUSLY. IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER, OR
THE FORM OR SCHEDULE AND THE DATE OF ITS FILING.
1) AMOUNT PREVIOUSLY PAID:
2) FORM, SCHEDULE OR REGISTRATION STATEMENT NO.:
........................................................3) FILING PARTY:
4) Proposed maximum aggregate value of transaction:
........................................................
5) Total fee paid:
........................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or the Form or Schedule
and the date of its filing.
1) Amount Previously Paid:
................................................................
2) Form Schedule or Registration Statement No.:
........................................................................
3) Filing Party:
........................................................................
4) Date Filed:
........................................................................
PROXY CARD:DATE FILED:
1
SEARCHHOUND.COM, INC.
(SRHN)
Annual Meeting
200 Main Street,9600 W. Sample Road, Suite 305
Kansas City, Missouri 64105
http://www.searchhound.com
VOTE BY MAIL
Mark, sign and date your Proxy Form and return it in the postage-paid envelope
we have provided.
CERTIFICATE NUMBER:
SENT TO:
RECEIVED FROM:
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS
NUMBER OF SHARES HELD:
ANNUAL MEETING OF STOCKHOLDERS,
APRIL 30, 2002
The undersigned hereby appoints Dave Mullikin and Bradley N. Cohen, and each of
them, with full
power of substitution, the true and lawful attorneys in fact, agents and proxies
of the undersigned to vote at the Annual Meeting of Stockholders of
SearchHound.com, Inc. (the "Company"), to be held on April 30, 2002, commencing
at 9:00 a.m. Central Daylight Time, at 200 Main Street, Lobby Conference Room,
Kansas City, Missouri 64105 and at any and all adjournments and postponements
thereof, according to the number of votes which the undersigned would possess if
personally present, for the purpose of considering and taking action upon the
following, as more fully set forth in the Proxy Statement of the Company dated
April 1, 2002.
1. Approval of the persons nominated to serve on the Board
of Directors until the next Annual Meeting or until as such
director resigns or is otherwise removed from the Board of
Directors.
FOR AGAINST ABSTAIN
2. Ratification of the selection by the Board of Directors
of the Company of the firm Clevenger and Haywood CPA, P.C. to
serve as the independent auditors of the Company in 2002
FOR AGAINST ABSTAIN
3. Approval and adoption of an amendment to Article of
Incorporation of the Company to increase number of authorized
shares of common stock from 50,000,000 shares to 80,000,000
shares.
FOR AGAINST ABSTAIN
4. Approve and Adoption of an amendment to Articles of
Incorporation of the company to change the name from
SearchHound.com, Inc. to I2 Global, Inc.
FOR AGAINST ABSTAIN
5. In their discretion with respect to such other business
as properly may come before the meeting or any adjournments or
postponements thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION
IS MADE, THIS PROXY WILL BE VOTED "FOR" EACH OF THE ABOVE
PROPOSALS.
Dated: , 2002
Signature
Print Name and Social Security # or E.I.N.
Signature if held jointly
Print Name and Social Security # or E.I.N. Please sign exactly as name(s)
appear on this Proxy Card. When shares are held by joint tenants, both should
sign. When signing as attorney-in-fact, executor, administrator, personal
representative, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized
person.
PLEASE PROMPTLY MARK, DATE, SIGN AND RETURN
THIS PROXY CARD USING THE ENCLOSED ENVELOPE
SEARCHHOUND.COM, INC.
200 Main Street, Suite 305
Kansas City, Missouri 64105
(816) 960 3777
April 5, 2002
Dear Shareholder:
You are cordially invited to attend the Annual Meeting (the "Meeting") of
Shareholders which will be held on April 30, 2002, at 9:00 a.m. Central Daylight
Time, at 200 Main Street, Lobby Conference Room, Kansas City, Missouri 64105.
The enclosed notice of meeting identifies each business item for your action.
These items and the vote the Board of Directors recommends are:
Item Recommended Vote
1. Approve management's proposed slate of directors; FOR
2. Ratification of Clevenger and Haywood CPA, P.C.
as independent auditors; FOR
3. Approve an amendment to the Company's Articles of
Incorporation, as amended, to increase the number of
authorized shares of common stock; and FOR
4. Approve an amendment to the Company's Articles of
Incorporation, as amended, to change the name of the
Company to "I2 Global, Inc." FOR
The Company has also included a Proxy Statement that contains more information
about these items and the Meeting.
If you plan to attend the Meeting, please mark the appropriate box on your proxy
card to help the Company plan for the Meeting. You will need an admission card
to attend the Meeting, which you can obtain as follows:
If your shares are registered in your name, you are a shareholder of
record. Your admission card is attached to your proxy card, and you will need
to bring it with you to the Meeting. If your shares are in the name of your
broker or bank, your shares are held in street name. You will need to check the
box on the proxy card stating that you will be attending the Meeting, or ask
your broker or bank for an admission card in the form of a legal proxy to bring
with you to the Meeting.
If you do not receive the legal proxy in time, bring your most recent brokerage
statement with you to the Meeting so that the Company can verify your ownership
of the Company's stock and admit you to the Meeting. However, you will not be
able to vote your shares at the Meeting without a legal proxy.
Your vote is important, regardless of the number of shares you own. The Company
encourages you to vote by proxy so that your shares will be represented and
voted at the Meeting even if you cannot attend. All shareholders can vote by
written proxy card.
EACH SHAREHOLDER IS URGED TO VOTE PROMPTLY BY SIGNING AND RETURNING THE ENCLOSED
PROXY CARD. IF A SHAREHOLDER DECIDES TO ATTEND THE MEETING, HE OR SHE MAY
REVOKE THE PROXY AND VOTE THE SHARES IN PERSON.
Sincerely,
DAVE MULLIKIN,
PRESIDENT AND CHIEF EXECUTIVE OFFICER
SEARCHHOUND.COM, INC.
200 Main Street, Suite 305
Kansas City, Missouri 64105
(816) 960 3777505,
Coral Springs, Florida 33065
(305) 531-1174
NOTICE OF ANNUAL MEETING OF SHAREHOLDERSSTOCKHOLDERS
TO THE SHAREHOLDERS OF
SEARCHHOUND.COM, INC.:BE HELD ON AUGUST 22, 2003
The 2002 Annual Meeting of Stockholders (the "Meeting""Annual Meeting") of Shareholders of
SearchHound.com, Inc., a Nevada corporation (the "Company"), will be held at
200 Main Street,
Lobby Conference Room, Kansas City, Missouri 64105 on April 30, 2002, at 9:00 a.m. Central Daylight Time,, local time, on Friday, August 22, 2003 at 9600 W. Sample Road, Suite
505, Coral Springs, Florida 33065 , for the following purposes:
1.(1) To approve management's proposed slateelect one member to the Company's Board of directorsDirectors to hold office
until the nextCompany's Annual Meeting of Shareholders,Stockholders in 2004 or until
their respective
successors have beenhis successor is duly elected or appointed;
2.and qualified; and
(2) To ratify the appointment of Clevenger and Haywood CPA, P.C.Jewett, Schwartz & Associates, as the
Company's independent auditors of the Company to servecertified public accountants for the calendarfiscal year
ending December 31, 2002;
3.2003; and
(3) To approve an amendment toeffect a 1-for-4 reverse stock split (pro-rata reduction of
outstanding shares) of our issued and outstanding shares of Common
Stock. There will not be a reduction in authorized shares; and
(4) To amend the Company's Articles of Incorporation as
amended, to increase the number of authorized shares of common stock;
and
4. To approve an amendment to the Company's Articles of Incorporation, as
amended, to change the name of
the Company to "I2Global,Coach Industries Group, Inc."
5. (or other such name as may
be available); and
(5) To transact such other business as may properly come before the Annual
Meeting and at any adjournments or postponements of the Meeting (collectively,
the "Management's Proposals").adjournment thereof.
The Board of Directors set April 2, 2002,has fixed the close of business on August 4, 2003,
as the record date for the Meeting.
This means that ownersdetermining those Stockholders entitled to notice of, the Company's common stockand
to vote at, the close of business on
that date are entitled to (1) receive notice of the Meeting and (2) vote, or
exercise voting rights through a voting trust, as the case may be, at theAnnual Meeting and any adjournments or postponements of the Meeting. The Company will
make available a list of holders of record of the Company's common stock as of
the close of business on April 2, 2002, for inspection during normal business
hours at the offices of the Company, 200 Main Street, Suite 305, Kansas City,
Missouri 64105 for ten business days prior to the Meeting. This list will also
be available at the Meeting.adjournment thereof.
By Order of the Board of Directors
BRADLEY N. COHEN
Secretary
Kansas City, Missouri
April 5, 2002Coral Springs, Florida /s/ Francis O'Donnell
August 4, 2003 --------------------------------
FRANCIS O'DONNELL
CHAIRMAN OF THE BOARD
THE BOARD OF DIRECTORS REQUESTS THAT YOU COMPLETE, SIGN, DATE AND RETURN THE
ENCLOSED PROXY CARD PROMPTLY. YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL
MEETING IN PERSON. THE RETURN OF THE ENCLOSED PROXY CARD WILL NOT AFFECT YOUR
RIGHT TO REVOKE YOUR PROXY OR TO VOTE IN PERSON IF YOU DO ATTEND THE ANNUAL
MEETING.
2
SEARCHHOUND.COM, INC.
200 Main Street,9600 W. Sample Road, Suite 305
Kansas City, Missouri 64105
(816) 960 3777
April 5, 2002505,
Coral Springs, Florida 33065
(305) 531-1174
PROXY STATEMENT
FOR THE 2002 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 30, 2002
TheThis Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of SearchHound.com, Inc., a Nevada corporation (the
"Company"), furnishes you with this Proxy Statement to solicitof proxies on its
behalf to be votedfrom the holders of the Company's common stock, par value
$.001 per share (the "Common Stock"), for use at the 2002 Annual Meeting of
ShareholdersStockholders of the Company.
The Meeting willCompany to be held at 200 Main Street, Lobby Conference Room, Kansas City,
Missouri 64105, on April 30, 2002, at 9:00 a.m. Central Daylight Time, subject
to, local time, on Friday,
August 22, 2003 at 9600 W. Sample Road, Suite 505, Coral Springs, Florida 33065,
and at any adjournment or postponement thereof (the "Meeting""Annual Meeting")., pursuant to the enclosed
Notice of Annual Meeting of Stockholders.
The proxies also may be
voted at any adjournments or postponements of the Meeting. Thisapproximate date that this Proxy Statement and the accompanyingenclosed form of
proxy are first being mailedsent to Stockholders is August 7, 2003. Stockholders
should review the shareholdersinformation provided herein in conjunction with the Company's
2002 Annual Report, which was filed with the Securities and Exchange Commission
on March 28, 2003 and enclosed herein. The Company's principal executive offices
are located at 9600 W. Sample Road, Suite 505, Coral Springs, Florida 33065, and
its telephone number is (305) 531-1174.
INFORMATION CONCERNING PROXY
The enclosed proxy is solicited on behalf of the CompanyCompany's Board of
Directors. Stockholders who hold their shares through an intermediary must
provide instructions on voting as requested by their bank or about April 8, 2002.
Voting and Revocabilitybroker. The giving
of Proxies
All properly executed written proxies delivered pursuanta proxy does not preclude the right to this solicitation
(and not revoked later) will be voted at the Meeting in accordance with the
instructions of the shareholder. Below is a list of the different votes
shareholders may cast at the Meeting pursuant to this solicitation.
- - In voting on the election of the management's proposed slate of
directors to serve until the next Annual Meeting of Shareholders, Shareholders
may vote in one ofperson should any shareholder
giving the three following ways:
1. in favor of all nominees,
2. withhold votes as to all nominees, or
3. withhold votes as to specific nominees.
- - In voting on the ratification of the appointment of Clevenger and
Haywood CPA, P.C. as independent auditors of the Company to serve for the
calendar year ending December 31, 2002 and the approval of the proposed
amendment to the Company's Articles of Incorporation, as amended, to increase
the number of authorized shares of common stock and change the name of the
company, shareholders may vote in one of the three following ways:
1. in favor of the item,
2. against the item, or
3. abstain from voting on the item.
Shareholders should specify their choice for each matter on the enclosed form of
proxy. If no specific instructions are given, proxies which are signed and
returned will be voted FOR the election of management's proposed slate of
directors as set forth herein, FOR ratification of the appointment of Clevenger
and Haywood CPA, P.C., FOR approval ofproxy so desire. Stockholders have an amendment to the Company's Articles of
Incorporation, as amended, to increase the number of authorized shares of common
stock and FOR approval of an amendment to the Company's Articles of
Incorporation, as amended, the change the name of the Company to "I2Global,
Inc."
In addition, if other matters come before the Meeting, the persons named in the
accompanying form of Proxy will vote in accordance with their best judgment with
respect to such matters. A shareholder submitting a proxy has the powerunconditional right to revoke
ittheir proxy at any time prior to itsthe exercise by votingthereof, either in person at the
Annual Meeting or by giving written notice tofiling with the Company's Secretary at the Company's
executive office a written revocation or duly executed proxy bearing a later
date than
the proxy or by giving a later dated proxy. Anydate; however, no such revocation will be effective until written notice revoking aof the
revocation is received by the Company at or prior to the Annual Meeting.
The cost of preparing, assembling and mailing this Proxy Statement, the
Notice of Annual Meeting of Stockholders and the enclosed proxy
should be sent to: SearchHound.com, Inc, Attention: Dave Mullikin, 200 Main
Street, Suite 305, Kansas City, Missouri 64105. Proxies signed by brokers with
no further statements indicated on the proxy and shares as to which proxy
authority has been withheld with respect to any matter will be counted for
quorum and for purposes of determiningborne by
the number of shares entitledCompany. In addition to vote on
a matter. Broker non votes (proxies where the broker has added statements such
as "non vote," "no vote" or "do not vote") are not counted for quorum or for
purposes of determining the number of shares entitled to vote on a matter. The
presence in person or by proxyuse of the holders of the shares representing a
majority of all outstanding shares will constitute a quorum. Approval of all of
the items will require the favorable vote of a majority of the shares
represented and entitled to vote at the Meeting.
Record Date and Share Ownership
Owners of record of shares of the Company's common stock at the close of
business on April 2, 2002 (the "Record Date") will be entitled to vote at the
Meeting or adjournments or postponements thereof. Each owner of record of the
Company's common stock on the Record Date is entitled to one vote for each share
of common stock so held.
As of the close of business on April 2, 2002, there were 30,619,826 shares of
common stock outstanding entitled to vote at the Annual Meeting (all such shares
being referred to herein as the "shares" and all holders thereof being referred
to as the "shareholders" of the Company). A majority of the shares must be
present, in person or by proxy, to conduct business at the Meeting.
The Board of Directorsmail, employees of the Company has unanimously approved all four
Proposals. In addition, the directors,may
solicit proxies personally and executive officers (together withby telephone. The Company's employees will
receive no compensation for soliciting proxies other than their immediate family members) of the Company have advised the Board of
Directors that they intend to vote in favor of all four Proposals. As of April
2, 2002, such directors and executive officers (together with their immediate
family members) held approximately 2,003,056 shares of the Company Common Stock,
or approximately 6.54%, of the shares of the Company Common Stock issued,
outstanding and eligible to vote at the Annual Meeting.
HOUSEHOLDING
Under rules recently adopted by the SEC, we are permitted to deliver a single
set of any proxy statement, information statement, annual report and prospectus
to any household at which two or more shareholders reside if we believe the
shareholders are members of the same family. This process, called householding,
allows us to reduce the number of copies of these materials we must print and
mail. Even if householding is used, each shareholder will continue to receive a
separate proxy card or voting instruction card.regular
salaries. The Company is not householding this year for those shareholders who hold their
shares directly in their own name. If you share the same last name and address
with another Company shareholders who also holds his or her shares directly, and
you would each like to start householding for the Company's annual reports,
proxy statements, information statements and prospectuses for your respective
accounts, then please contact us at SearchHound.com, Inc., 200 Main Street,
Suite 305, Kansas City, Missouri 64105, Attention: Dave Mullikin, President,
(816) 960-3777 ext 20.
This year, somemay request banks, brokers and other custodians, nominees
who hold Company shares on behalf of
shareholders may be participating in the practice of householding proxy
statements and annual reports for those shareholders. If your household
received a single proxy statement and annual report for this year, but you would
likefiduciaries to receive your own copy this year, please contact us at SearchHound.com,
Inc., 200 Main Street, Suite 305, Kansas City, Missouri 64105, Attention: Dave
Mullikin, President, (816) 960-3777 ext 20, and we will promptly send you a
copy. If a broker or nominee holds Company shares on your behalf and you share
the same last name and address with another shareholder for whom a broker or
nominee holds Company shares, and together both of you would like to receive
only a single set of the Company's disclosure documents, please contact ADP and
inform them of your request by calling them at (800) 542-1061, or contact ADP as
described in the voting instruction card you received from your broker or
nominee.
If you consent to householding, your election will remain in effect until you
revoke it. Should you later revoke your consent, you will be sent separateforward copies of documents mailed at least 30 days after receipt of your revocation.
TABLE OF CONTENTS
1. THE ANNUAL MEETING 4
2. COST OF PROXY SOLICITATION 5
3. STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS 6
Section 16(a) Beneficial Ownership Reporting Compliance 6
4. EXECUTIVE OFFICERS 7
5. PROPOSAL 1 - ELECTION OF DIRECTORS 9
6. PROPOSAL 2 - RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS 10
7. PROPOSAL 3 - APPROVAL OF AMENDMENT TO ARTICLES OF INCORPORATION TO 11
INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK 11
8. PROPOSAL 4 - APPROVAL OF AMENDMENT TO ARTICLES OF INCORPORATION 11
TO CHANGE THE NAME OF THE COMPANY
9. DESCRIPTION OF CAPITAL STOCK 12
10. SHAREHOLDER PROPOSALS FOR THE 2003 ANNUAL MEETING 12
THE ANNUAL MEETING
Purpose Of The Annual Meeting
This Proxy Statement is being furnished to stockholders of the Company in
connection with the solicitation of proxies by the Board of Directors of the
Company for use at the Annual Meeting (the "Meeting") to be held on April 30,
2002, at 200 Main Street, Lobby Conference Room, Kansas City, Missouri 64105, at
9:00 a.m. Central Daylight Time.
At the Meeting, the holders of the Company Common Stock will be asked to:
(i) approve the proposed slate of directors of the Company;
(ii) approve the selection of Clevenger and Haywood CPA, P.C. as the
Company's independent auditors for the year 2002;
(iii) approve an amendment to the Company's Articles of Incorporation, as
amended, to increase the number of authorized shares of common stock;
and
(iv) approve an amendment to the Company's Articles of Incorporation, as
amended, to change the name of the Company to "I2 Global, Inc."
You are urged to read this Proxy Statement carefully in its entirety before
deciding how to vote your shares of common stock.
Record Date; Number of Shares Outstanding
The Board of Directors of the Company has fixed the close of business on April
2, 2002 as the record date for determining which holders of Common Stock are
entitled to notice of and to vote at the Meeting and any adjournment or
postponement thereof. Accordingly, only holders of record of the Company common
stock at the close of business on such record date are entitled to notice of and
to vote at the Meeting. At the close of business on the record date, there were
30,619,826 shares of the Company Common Stock issued, outstanding and entitled
to vote, held by nine hundred forty-one (941) stockholders of record.
Quorum; Adjournment
The presence in person or by properly executed proxy of the holders of a
majority of the outstanding shares of the Company common stock entitled to vote
is necessary to constitute a quorum at the Meeting. If a quorum is not present
at the time the Meeting begins, or if for any other reason the Board of
Directors needs additional time to solicit proxies, the Meeting may be adjourned
with a vote of the stockholders then present.
Vote Required
The affirmative vote of the holders of not less than a majority of the
outstanding shares of capital stock of the Company is required to approve
Proposal No. 1 concerning the approval of management's proposed slate of
directors, Proposal No. 2 concerning the ratification of Clevenger & Haywood as
the independent auditors of the Company for 2002, Proposal No. 3 concerning the
amendment to the Articles of Incorporation, as amended, to increase the number
of authorized common stock and Proposal No. 4 concerning the amendment to the
Articles of Incorporation, as amended, to change the name of the Company to
"I2 Global, Inc.." As of the Record Date, 30,619,826 shares of common stock of
the Company were outstanding.
The Board of Directors of the Company has unanimously approved all three
Proposals. In addition, the directors, and executive officers (together with
their immediate family members) of the Company have advised the Board of
Directors that they intend to vote in favor of all three Proposals. As of April
2, 2002, such directors and executive officers (together with their immediate
family members) held approximately 2,003,056 shares of the Company Common Stock,
or approximately 6.54% of the shares of the Company Common Stock issued,
outstanding and eligible to vote at the Meeting.
Abstentions will have the effect of a vote against each Proposal. Non votes
(defined for this purpose on an express declination to vote) will also have the
effect of a vote against each Proposal.
Voting of Proxies
All shares of the Company Common Stock that are represented at the Meeting by
properly executed proxies received prior to or at the Meeting and not revoked
will be voted at the Meeting in accordance with the instructions indicated in
such proxies.
If no instructions are indicated, such proxies will be voted FOR each of
Proposals No. 1, 2, 3, and 4 and within the discretion of the proxy holder with
respectmaterial to other matters properly brought beforetheir principals and
to request authority for the Meeting.
Other Matters; Discretionary Votingexecution of proxies. The Company may reimburse
such persons for their expenses in so doing.
OTHER MATTERS; DISCRETIONARY VOTING
Our Board of Directors does not know of any matters, other than as described
in the notice of Meeting attached to this Proxy Statement, that are to come
before the Meeting.
If the requested proxy is given to vote at the Meeting, the persons named in
such proxy will have authority to vote in accordance with their best judgment on
any other matter that is properly presented at the Meeting for action, including
without limitation, any proposal to adjourn the Meeting or otherwise concerning
the conduct of the Meeting.
Right to Revoke Proxies3
RIGHT TO REVOKE PROXIES
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before it is voted. Proxies may be revoked by:
- -o filing with the PresidentCEO of the Company, before the polls are closed with
respect to the vote, a written notice of revocation bearing a later
date than the proxy;
- -o duly executing a subsequent proxy relating to the same shares of
common stock and delivering it to the PresidentCEO of the Company; or
- -o attending the Meeting and voting in person (although attendance at the
Meeting will not in and of itself constitute a revocation of a proxy).
Any written notice revoking a proxy should be sent to: Dave Mullikin,Francis O'Donnell,
SearchHound.com, Inc., 200 Main Street,9600 W. Sample Road, Suite 305, Kansas City, Missouri 64105.
COST505, Coral Springs, Florida
33065
PURPOSE OF PROXY SOLICITATION
The CompanyTHE MEETING
At the Annual Meeting, the Company's Stockholders will payconsider and
vote upon the expensesfollowing matters:
(1) To elect one member to the Company's Board of Directors to hold office
until the Company's Annual Meeting of Stockholders in 2004 or until
his successor is duly elected and qualified; and
(2) To ratify the appointment of Jewett, Schwartz & Associates, as the
Company's independent certified public accountants for the fiscal year
ending December 31, 2003; and
(3) To effect a 1-for-4 reverse stock split (pro-rata reduction of
outstanding shares) of our issued and outstanding shares of Common
Stock. There will not be a reduction in authorized shares; and
(4) To amend the Company's Articles of Incorporation to change the name of
the preparationCompany to Coach Industries Group, Inc. (or other such name as may
be available); and
(5) To transact such other business as may properly come before the Annual
Meeting and any adjournment thereof.
Unless contrary instructions are indicated on the enclosed proxy,
all shares represented by valid proxies received pursuant to this solicitation
(and which have not been revoked in accordance with the procedures set forth
above) will be voted (a) FOR the election of the nominee for director named
below, and (b) FOR the proposal to ratify the appointment of Jewett, Schwartz &
Associates, as the Company's independent certified public accountant, and (c)
FOR the 1-for-4 reverse stock split (pro-rata reduction of outstanding shares)
of our issued and outstanding shares of Common Stock, and (d) FOR the amendment
of our Articles of Incorporation to change our name to Coach Industries Group,
Inc. (or other such name as may be available. In the event a shareholder
specifies a different choice by means of the enclosed proxy, materialssuch shareholder's
shares will be voted in accordance with the specification so made.
4
CURRENT INFORMATION REGARDING THE COMPANY
The following is a description of the current operations of the Company.
ABOUT THE COMPANY
SearchHound.com, Inc. is the result of the June 1, 2000 merger of
Pan International Gaming, Inc. ("Pan International") and Searchound.com 2000
Ltd. This transaction was treated as a "reverse merger" for financial accounting
and reporting purposes. Specifically, SearchHound.com 2000, Ltd. was treated as
the acquirer of Pan International due to the fact that the Stockholders of
Searchound.com 2000, Ltd. Received 70.3% of the total shares outstanding upon
consummation of the merger. Prior to the reverse merger, the Company (PAN
International Gaming) spent considerable effort and specifically during the
period between January 1, 2000 through May 31, 2000 pursuing a reverse merger
transaction with Searchound.com 2000 Ltd., and the solicitation byacquisition of
SoloSearch.com, Inc. The "reverse merger" with Searchound.com 2000 Ltd. was
consummated on June 1, 2000. In fiscal 2000 and prior to June 1, 2000, Pan
International was not engaged in operating activities and there were no revenues
or business operations. Immediately following the reverse merger with PAN
International Gaming the Company changed its name to SearchHound.com, Inc.
effective June 6, 2000.
SearchHound.com 2000, Ltd. was formed on April 11, 2000 to affect
the purchase of the intellectual property and website assets representing the
Searchound.com backbone architecture. The Stockholders of Searchound.com 2000,
Ltd. completed the purchase of these intangible assets on June 1, 2000 for total
cash consideration of $3,000,000 and simultaneously contributed the assets to
SearchHound.com 2000, Ltd. in exchange for 70.3% of Searchound.com 2000, Ltd.,
common stock.
The new management team devoted significant resources to building
the management team, integrating the two businesses, and developing revenue
streams during the periods of July 2000 through September 2000. Operating
revenues began in September 2000. SearchHound.com, Inc. (the "Company" or
"SearchHound") operated an online technology based enterprise business that is a
destination for Webmasters and small business owners who want to make their
Website more accessible to Internet users. SearchHound has its principal offices
located in Overland Park, Kansas and serves as a holding company for various
internet-based businesses.
During 2002, the Company's Board of Directors changed its strategy
due to poor operating conditions and operating results in its primary businesses
coupled with difficulties in raising capital through debt and equity sources.
The Board of Directors adopted the new strategy during 2002, which committed to
the disposal of all of its current assets/businesses and to seek a
merger/acquisition transaction with a Company having better financial resources.
As of March 31, 2003, the Company has disposed of all of its operating
assets/businesses and ceased all operating activities. The financial statements
reflect the businesses sold as discontinued operations.
On July 10, 2003, the Company's sole officer and director, Dave L.
Mullikin, resigned his positions as President, Secretary, Treasurer and sole
Director and appointed Francis O'Donnell as the sole director. Francis
O'Donnell, as the sole member of the Board of Directors of your proxy. Our directors,
officers and employees, who will receive no additional compensation for
soliciting, may solicit your proxy by telephone or other means.the Company, has
approved the change of the address of the corporate office of the Company from
Overland Park, Kansas to Coral Springs, Florida. Specifically, the address of
the Company's principal executive office changed from 12817 Woodson, Overland
Park, Kansas 66209 to 9600 W. Sample Road, Suite 505, Coral Springs, Florida
33065.
MARKET FOR COMMON EQUITY AND OTHER STOCKHOLDER MATTERS
The Company trades on the OTC Bulletin Board under the symbol
"SHND.OB." Inclusion on the OTC Bulletin Board permits price quotation for our
shares to be published by such service.
5
OUTSTANDING VOTING SECURITIES AND VOTING RIGHTS
The Board of Directors has set the close of business on August 4, 2003 as
the record date (the "Record Date") for determining Stockholders of the Company
entitled to receive notice of and to vote at the Annual Meeting. As of the
Record Date there were 1,088,159 shares of Common Stock, $.001 par value (the
"Common Stock") issued and outstanding, all of which are entitled to be voted at
the Annual Meeting. Each share of Common Stock is entitled to one vote on each
matter submitted to Stockholders for approval at the Annual Meeting.
The presence, in person or by proxy, of at least a majority of the total
number of shares of Common Stock outstanding on the Record Date will pay ADPconstitute
a feequorum for purposes of approximately $600 plus expensesthe Annual Meeting. If less than a majority of the
outstanding shares of Common Stock are represented at the Annual Meeting, a
majority of the shares so represented may adjourn the Annual Meeting from time
to time without further notice. A plurality of the votes cast by holders of the
Common Stock will be required for the election of directors. The appointment of
Jewett, Schwartz & Associates as the Company's independent certified public
accountants for the fiscal year ending December 31, 2003, will be approved if
the number of shares of Common Stock voted in favor of ratification exceeds the
number of shares voted against it, the approval of a 1-for-4 reverse stock split
(pro-rata reduction of outstanding shares) will be approved if the number of
shares of Common Stock voted in favor of reverse stock split exceeds the number
of shares voted against it and the approval of the amendment to our Articles of
Incorporation to change our name to Coach Industries Group, Inc. (or other such
name as may be available) will reimburse
brokersbe approved if the number of shares of Common
Stock voted in favor of amendment exceeds the number of shares voted against it.
Abstentions and broker non-votes will be counted as shares present at the Annual
Meeting for costs they incurpurposes of determining a quorum. With respect to the outcome of any
matter brought before the Annual Meeting (i) abstentions will be considered as
shares present and entitled to vote at the Annual Meeting, but will not be
counted as votes cast for or against any given matter and (ii) broker non-votes
will not be considered shares present and entitled to vote. Because directors
will be elected by a plurality of the votes cast at the Annual Meeting and the
other matters to be acted upon at the Annual Meeting will be approved if the
number of votes cast in mailing proxy materials.
STOCKfavor of the matter exceeds the number of votes cast
against it, abstentions and broker non-votes will have no effect on the outcome
of the proposals to be voted upon at the Annual Meeting.
Prior to the Annual Meeting, the Company will select one or more inspectors
of election for the Annual Meeting. Such inspector(s) shall determine the number
of shares of Common Stock represented at the Annual Meeting, the existence of a
quorum, and the validity and effect of proxies, and shall receive, count, and
tabulate ballots and votes, and determine the results thereof.
A list of Stockholders entitled to vote at the Annual Meeting will be
available for examination by any shareholder at the Company's principal
executive office in the United States for a period of 10 days prior to the
Annual Meeting, and at the Annual Meeting itself.
6
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
DIRECTORS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's voting
securities (the "Common Stock"),Common Stock as of April 2, 2002 byAugust 4, 2003 by: (i) each person and group
known to the Company to be the beneficial owner ofown beneficially more than 5%five percent of itsthe Common
Stock.
Name and Address of Amount and Nature of Percent of Class(1)
Beneficial Owner Beneficial Ownership (1)
Brett Warner 2,000,000 6.53
Cohen Capital 4,850,000 (2) 15.84
Technologies
The following table sets forth, with respect to the Company's voting securities
(Common Stock) as of April 2, 2002, (i) shares beneficially owned by all
directors (current and nominee) and named executive officersStock; (ii) each director of the Company and (ii) total shares beneficially owned bynominee for election as a director;
(iii) each executive officer named in the Summary Compensation Table; and (iv)
all executive officers and directors as a group.
Name and Address of Amount and Nature of Percent of Class(1)
Beneficial Owner Beneficial Ownership (1)
Dave L. Mullikin 1,070,065 3.49%
Brad N. Cohen 712,991 2.33%
John Flanders, Jr. 110,000 .36%
Art Fillmore, II 110,000 .36%
Directors/Officers
as a group (4) 2,003,056 6.54%
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company'sNAME AND ADDRESS AMOUNT OF PERCENTAGE
OF BENEFICIAL OWNER(1) OWNERSHIP(2) OF CLASS(3)
- ----------------------------------------------------------- -----------
Francis O'Donnell 51,532 4.74%
All directors and executive officers to file with the SEC initial reports of
beneficial ownership and reports of changes in beneficial ownership of the
Company's equity securities, and to provide copies of such reports to the
Company. Based solely upon51,532 4.74%
as a review of such reports furnished to the Company
for fiscal 2001 and written representations to the Company that no other reports
were required, the Company is not aware of any reports required to be filed with
the SEC under Section 16(a) that were filed late or not filed by the Company's
officers or directors with respect to fiscal 2001.
Compensation of Directors.
External Board Members
Initial Appointment: 25,000 Shares (restricted) and 50,000 Shares
(S-8 unrestricted).
Annually: 50,000 shares (restricted) per quarter issued in
December prorated for the current year. $500 cash (or
S-8 stock if cash flows preclude cash payment) for each
Quarterly "in person" Board meeting.
Internal Board Members
Initial Appointment. No additional compensation. Quarterly: 50,000 shares
(restricted).group (1 person)
Elm Street Partners 81,817 7.52%
Gerald Calabscca 61,292 5.63%
Innovative Consulting, Inc. 60,000 5.51%
United Equity Group 60,000 5.51%
- ---------------
(1) Pursuant to applicable rules of the Securities and Exchange Commission,
"beneficial ownership" as used in this table means the sole or shared power to
vote shares (voting power) or the sole or shared power to dispose of shares
(investment power). Unless otherwise indicated, the named individual has sole
voting and investment power with respect to the shares shown as beneficially
owned. In addition, aaddress of each beneficial owner is 9600 W.
Sample Road, Suite 505, Coral Springs, Florida 33065.
(2) A person is deemed to be the beneficial owner of those securities notthat can be
acquired by such person within 60 days from the date hereof.
(3) Based on 1,088,159 issued and outstanding whichas of the date hereof.
(4) Francis O'Donnell is the CEO and sole Director.
BOARD OF DIRECTORS
On July 10, 2003, the Company's sole officer and director, Dave L.
Mullikin, resigned his positions as President, Secretary, Treasurer and sole
Director and appointed Francis O'Donnell as the sole director.
COMMITTEES OF THE BOARD OF DIRECTORS
The Company has two committees: the Audit Committee and the
Compensation and Investment Committee. At this time, there are subject to option, warrants, rights or conversion
privileges if that person hasno members of
either Committee and the right to acquire beneficial ownership within
sixty days.
(2) Brad N. Cohen is a 50% beneficial owneracts of Cohen Capital Technologies.
EXECUTIVE OFFICERS
Each executive officer listed in the foregoing table is appointedCommittees are performed by the Board of
Directors.
The principal functions of the Audit Committee is to recommend the
annual appointment of the Company's auditors concerning the scope of the audit
and the results of their examination, to review and approve any material
accounting policy changes affecting the Company's operating results and to
review the Company's internal control procedures. The Investment and
Compensation Committee reviews and recommends investments, compensation and
benefits for the executives of the Company as well as explore acquisition
candidates for the Company. During the year ended December 31, 2002, the
Company's Board of Directors annually and will serve until reappointed or until his or her
successor is appointed and qualified.held five meetings.
7
EXECUTIVE COMPENSATION
The following table sets forth information relating to the
Company's executive officers is with respect to
their ages, principal
occupations and positions duringcompensation paid by the Company to the past five years and other biographical
information.
Name Age Principal Occupation
Dave L. Mullikin 47 President, CEO, Director
Brad N. Cohen 31 Executive Vice President, Secretary, Director
Dave L. Mullikin was appointed and placed under employment contract as President
and Chief Executive Officer of SearchHound.com 2000, Ltd. effective April 27,
2000. Mr. Mullikin's contract was adopted byand
Directors and the Board on July 12, 2000 and he
became the President andcurrent Chief Executive Officer of SearchHound.com, Inc. and a
member of the Board of Directors for the Company.
Mr. Mullikin has held a variety of executive positions within the healthcare,
finance and consumer goods and services industries and is an active board member
in a variety of professional and non-profit organizations. Most recently,
Mullikin was co-founder and managing partner of Solutions.com, LLC, a start-up
consulting service business that focused on business plan development, process
improvement, market and competitive assessment, e-commerce business development
and organizational structure. Prior to starting his own business, he was COO
and a board member at HealthCore Medical Solutions, a publicly held NASDAQ small
cap company marketing healthcare services through brokers and e-commerce. Under
his guidance, he recruited a management team, successfully managed all SEC
reporting and compliance requirements, investor relations, repositioned the
product, and introduced an e-commerce distribution channel linking vendors,
customers and marketers through its Web site strategy. He began his career in
healthcare management as a senior executive with Blue Cross Blue Shield of
Kansas City, where he was responsible for all operations related to its 700,000
members. Later he was the CEO-Blue Advantage Plus, which is the Medicaid HMO
for the plan in both Kansas and Missouri. Mr. Mullikin also served as a
corporate officer and vice president of Sales and Operations with Transamerica
Insurance Finance, where he oversaw sales, operations, systems, and customer
service.
Upon graduation from Oklahoma City University, Mullikin joined the General
Electric Management Development Program. During his fifteen years with GE and
GE Capital, Mr. Mullikin held progressively more responsible positions in
finance, operations, customer service, and management, eventually becoming an
Executive Bank with the company. Additionally, he graduated from GE's Financial
Management Program, a 30-month academic program for senior managers. He also
traveled on GE Company's Corporate Audit Staff, participated in many executive
level training programs at GE's Crotonville campus, and attended The Wharton
School for Sales Force Management including a European market study involving
early stage e-commerce initiatives.
Brad N. Cohen was appointedDirector:
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG TERM COMPENSATION
-------------------------------- ----------------------
AWARDS PAYOUTS
------ -------
RESTRICTED UNDERLYING
OTHER STOCK OPTIONS LTIP
ANNUAL AWARD(S) /SARS PAYOUTS COMPENSATION
NAME AND SECURITIES YEAR SALARY ($) BONUS ($) COMPENSATION ($) ($) (#) ($) ($)
- --------------------- ------- ---------------- ----------- ---------------- -------- --------- --------- ------------
Dave L
Mullikin
Past 2002 130,000.00(1) -0- 20,068.00(1) -0- -0- -0- -0-
President 2001 233,910.25(1) 6,309.95(1)(2) -0- -0- -0- -0- -0-
CEO, 2000 130,325.00 -0- -0- -0- -0- -0- -0-
Acting CFO
Bradley N
Cohen
Past 2002 104,167.00(3) -0- 9,800.00(3) -0- -0- -0- -0-
Vice-President 2001 212,500.00(3) 4,842.27(2)(3) -0- -0- -0- -0- -0-
Secretary 2000 141,677.00 -0- -0- -0- -0- -0- -0-
(Until May, 2002)
Francis
O'Donnell* 2002 -0- -0- -0- -0- -0- -0- -0-
2001 -0- -0- -0- -0- -0- -0- -0-
2000 -0- -0- -0- -0- -0- -0- -0-
*appointed to the Board of Directors on July 10, 2003.
(1) During 2002, the Board terminated the employment contract of Dave L.
Mullikin. Under the settlement Mr. Mullikin's salary ceased accruing on
August 15, 2002, Mr. Mullikin forgave any sums owing to Mr. Mullikin under
his employment agreement (totaling $189,895) and the severance provision
was forgiven. It was replaced with a consulting agreement between the
Company and Mr. Mullikin whereby Mullikin will continue in his position as
acting chief executive officer of the Company. The agreement calls for Mr.
Mullikin to 1) contract outsourced services to maintain selected ongoing
operations of the Company, on July 12,
2000. Mr. Cohen was appointed and placed under employment contract as Executive
Vice President2) attempt to sell the assets of the Company and
3) focus on September 1, 2000. Mr. Cohen was the Co-
founder of SoloSearch.com, Inc., which was acquired by SearchHound.com, Inc. on
July 11, 2000 and acted in a senior management position of SoloSearch.com, Inc.
and assisting in the transition of SearchHound.com 2000, Ltd. until his
appointment September 1, 2000.
Mr. Cohen brings a wealth of technology and entrepreneurial experience to his
leadership role with the company and was the co-founder of SoloSearch.com. An
entrepreneur since college, Mr. Cohen has founded and managed more than five
successful technology ventures over the past seven years and has a deep
understandingmerger opportunity for SearchHound. The terms of the
Internet start-up marketplace. In 1998, Cohen co-founded
Cohen Capital Technologies (CCT)Consulting agreement include the following provisions: Mr. Mullikin agreed
to invest in innovative Internet technologies
and to create commercial enterprises around these technologies. Under Mr.
Cohen's management, Cohen Capital Technologies founded Neural Technologies, LLC,
a software development company basedremain on the only known Instantaneously Trained
Neural Network Algorithm. This company also developedBoard and Mr. Mullikin would receive a monthly
compensation of $1.00 and health benefits. As of November 14, 2002, Mr.
Mullikin agreed to amend his Consulting Agreement and extend its term
indefinitely, retaining the artificial
intelligence that powers SearchHound.com's search technology. CCT is currently
a holding company for strategic investments. Prior to CCT, Cohen launched Real
Information Systems (RIS), onemonthly compensation of $1.00, but
discontinuing the nation's first web development companies
focused on resort markets in North America. RIS developed several high profile
web sites, including the official web site for Pope John Paul II during his
visit to the U.S. in 1995. In 1995, RIS merged with another company to create
Real Education, one of the first companies to offer online/distance education
programs. As president of the newly merged company, Cohen managed all
software/web development, and business operations. Real Education, now called
eCollege (NASDAQ: ECLG), was an innovator in offering accredited four-year
college degrees, doctoral degrees, master's degrees, and continuing education
for Realtors and dentists over the Internet. While with Real Education, he
acquired and ran Colorado.Net (http://www.colorado.net), building it into the
largest Internet service provider on the Western Slope of Colorado. He also
built CUOnline.edu (http://cuonline.edu), the University of Colorado's portal
for all of its online degree programs. Mr. Cohen started his first company,
Trident Industries, while in college.health benefits provision.
(2) The company manufactured blank sportswear
apparel for the screen-printing and embroidery industry and worked with contract
plants in India, Nepal, Bangladesh and China. The company was sold to his
partner and is still a successfully operating company based in Kansas City. Mr.
Cohen received a BA from the University of Missouri in Marketing and Political
Science.
Executive Compensation. The following table provides certain summary
information concerning compensation paid or accrued by the Company to or on
behalf of the Company's Chief Executive Officer and each of the other most
highly compensated executive officers of the Company whose salary and bonus
exceeded $100,000 (determined as of the end of the last year) for the years
ended December 31, 2001, 2000 and 1999.
Summary Compensation Table
Long Term Compensation
Annual Compensation
Awards Payouts
Name and
Principal Year Salary Bonus Other Restrict.Securities LTIP All
Position ($) ($)Annual Stock Underlying
Payouts OthComp.Award(s)Options (4) Comp ($)($) / SARs(#)
($)
Dave
L.
Mullikin
President,
CEO, 2001 233,910.25 6,309.95
acting CFO, 2000 130,325.00 -0-
Board 1999 n/a n/a
Bradley
N.
Cohen
vice pres, 2001 212,500.00 4,842.27
Board Sec. 2000 141,677.00 -0-
1999 n/a n/a
In addition the Company issued pursuant to authorized and in force employment
agreements, 100,0001,493 shares of Common Stock to Brad Cohen and 100,0001,493 shares of
Common Stock to Dave Mullikin.
(3) On May 31, 2002, Mr. Cohen, as part of an asset purchase agreement between
the Company and Mr. Cohen, forgave any sums owing to Mr. Cohen under his
employment agreement (totaling $161,430). As additional consideration for
any outstanding liabilities owning from the Company to Mr. Cohen, including
any contingent liabilities arising from his employment agreement, Mr. Cohen
received the sum of $7,500.
Because no options, stock appreciation rights or Long-Term Incentive Plans have
been granted to any of the executive officers as of December 31, 2001,2002, the
information and tables otherwise required by this Item which relate to such
forms of compensation has been omitted.
8
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires that the Company directors and executive officers, and persons who own
more than ten percent (10%) of the Company's outstanding Common Stock, file with
the Securities and Exchange Commission (the "Commission") initial reports of
ownership and reports of changes in ownership of Common Stock. Such persons are
required by the Commission to furnish the Company with copies of all such
reports they file. The Company's knowledge, based solely on a review of the
copies of such reports furnished to the Company and written representation, as
of December 31, 2002, all of the Section 16(a) filing requirements applicable to
its officers, directors and greater than 10% beneficial owners have been
satisfied.
AUDIT AND CERTAIN OTHER FEES PAID TO ACCOUNTANTS
The following table shows the fees that the Company paid or accrued for
the audit and other services provided by the Company's audits for fiscal years
2003 and 2002. The Audit Committee has considered whether the provision of such
services is compatible with maintaining the independence of the Company's
auditors and determined they were compatible. The Audit Committee has the sole
right to engage and terminate the Company's independent accountants, to
pre-approve their performance of audit services and permitted non-audit
services, and to approve all audit and non-audit fees.
TYPE OF FEE 2003* 2002
========================== ================== ==================
Audit Fees $ 3,367.50 $ 17,489.80
Audit-Related Fees 458.64 1,500.00
Tax Fees 1,985.00 3,950.00
All Other Fees -0- 1,274.00
==================
Total $ 5,811.14 $ 24,213.80
================== ==================
*to August 4, 2003
================================================================================
AUDIT FEES
This category includes the audit of the Company's annual financial
statements, review of financial statements included in the Company's Form 10-Q
Quarterly Reports and services that are normally provided by the independent
accountants in connection with statutory and regulatory filings or engagements
for the fiscal years.
AUDIT-RELATED FEES
This category consists of assurance and related services by the
Company's auditors that are reasonably related to the performance of the audit
or review of the Company's financial statements and are not reported above under
"Audit Fees". The services for the fees disclosed under this category include
other accounting, consulting and employee benefit plan audits.
TAX FEES
This category consists of professional services rendered by the
Company's auditors for tax preparation and tax compliance.
ALL OTHER FEES
This category consists of services rendered by the Company's auditors for
technical tax advice in fiscal years 2003 and 2002.
9
PROPOSAL 1 - ELECTION OF DIRECTORS
(Item 1)
Unless otherwise instructed,At the proxy holders will voteAnnual Meeting, one director is to be elected to hold office
until the proxies received by
them for the Boardnext Annual Meeting of Directors' nominees named below. In the event that anyStockholders and until his successor has been
elected and qualified. The one nominee of the Company is unable or declines to serve as a director at the time
of the Meeting, the proxies will be voted for any nominee who shall be
designated by the current board of directors to fill the vacancy. It is not
expected that any nominee will be unable or will decline to serve as a director.
In the event that additional persons are nominated for election as directors is Francis
O'Donnell. Each nominee is currently a member of the Board of Directors. The
person named in the enclosed proxy card has advised that, unless otherwise
directed on the proxy holderscard, they intend to vote all proxies received by them in such a manner
as will assureFOR the election of as many of the nominees listed below as possible,
and in such eventnominee.
Should the specific nomineesnominee become unable or unwilling to be votedaccept nomination or election
for will be determined by
the proxy holders. The term of office of each person elected as a director will
continue until the next annual meeting of stockholders or until a successor has
been duly elected and qualified. Each nominee to the board of directors will
serve until the next annual meeting of stockholders, or until his or her earlier
resignation, removal from office, death or incapacity.
The following table sets forth the names and ages of all current directors of
the Company, and all persons nominated or chosen to become directors along with
their position, offices and term:
Name of Nominee Age Position with
Director Since the Company
Dave L. Mullikin 47 Director/President/CEO
2000
Bradley N. Cohen 31 Director/Exec Vice President
2000
John C. Flanders, Jr. 33 Director
2000
Art Fillmore 54 Director
2000
Unless otherwise specified, the enclosed proxy will be voted in favor of the
election of Dave L. Mullikin, Brad N. Cohen, John C. Flanders, Jr. and Art
Fillmore to our board of directors. It is the intention of theany reason, persons named in the enclosed proxy card may vote for a
substitute nominee designated by the Board of Directors. The Company has no
reason to votebelieve the proxies for the electionnominee named will be unable or unwilling to serve if
elected.
NOMINEE
NAME AGE POSITION
---- --- --------
Francis O'Donnell 42 Chairman of the nominees named
below, unless otherwise specified.
Set forth below is certain information with respect to each of the nominees for
director of the Company:
Dave L. Mullikin
Mr. Mullikin was appointed and placed under employment contract as President andBoard,
Chief Executive Officer
FRANCIS O'DONNELL has served as Chief Executive Officer and Chairman of SearchHound.com 2000, Ltd. effective April 27, 2000.
Mr. Mullikin's contract was adopted by the
Board onof Directors of the Company since July 12, 200010, 2003. Mr. O'Donnell is also the
Managing Member of International Equities and he becameFinance, LLC, a company
specializing in recapitalizing and re-engineering entities and has held this
positon since February, 2001. From November, 1996 to February, 2001, Mr.
O'Donnell was the President and Chief Executive Officer of SearchHound.com, Inc. andInorganic Recycling
Corporation. Prior to November, 1996, Mr. O'Donnell was a member
of the Board of DirectorsGroup Director for
the Company. Please find an overview of Mr.
Mullikin's prior experience and positions described under the Section entitled
"Executive Officers."
Brad N. Cohen
Mr. Cohen was appointedRyder Systems (November, 1993 to the Board of Directors of the Company on July 12,
2000. Mr. Cohen was appointed and placed under employment contract as Executive
Vice President of the Company on September 1, 2000. Please find an overview of
Mr. Cohen's prior experience and positions described under the Section entitled
"Executive Officers."
John C. Flanders, Jr.
Mr. Flanders was elected to the Board effective July 12, 2000. Mr. Flanders
serves as the Chief Executive Officer and Director of Tantivy Group, Inc.
(formerly Digital Bridge, Inc.) following the acquisition by Digital Bridge of
24x7. Mr. Flanders is a recognized leader in new media technologies. He was
formerlyNovember, 1996), President and Chief Executive
Officer of 24x7. PriorBusiness Telecom, Inc. (February, 1991 to May 31, 2000,
Mr. Flanders was the Chief Technology Officer for GlobalNet Financial.com for
over 18 months. Prior to joining GlobalNet, Mr. Flanders was founderNovember, 1993) and Chief
Executive Officer of a leading, nationwide developer network, CyberJunction.com
Online, Inc. Prior to launching CyberJunction, he served as Vice
President SalesStrategic Planning of MCI Telecommunications (January, 1987 to
February, 1991). Mr. O'Donnell holds a Business and MarketingMathematics degree from
Rollins College, Winter Park, Florida and Masters in Business Administration
(MBA) from Columbia University, New York, NY.
BOARD OF DIRECTORS
Directors are elected at eMergingMedia, Inc., a San Francisco based interactive
agency. He also served in a management capacity at NETCOM Online Communications
Servicesthe Company's annual meeting of Stockholders
and THOR24. Before joiningserve for one year until the technology industry, he was Presidentnext annual Stockholders' meeting or until
their successors are elected and Chief Operating Officer of Flanders, Brunetti and Flanders Investment
Management, Inc. Mr. Flanders currently serves onqualified. Officers are elected by the BoardsBoard of
Directors and their terms of WiseCapital.com, Inc. and StoreChoice.com, Inc., a convenience shopping portal.
Arthur Fillmore
Mr. Fillmore, after receiving his B.A.office are, except to the extent governed by
employment contract, at the discretion of the Board. The Company reimburses all
Directors for their expenses in Political Scienceconnection with Honors, 1968,
and his J.D. in 1975, from Universitytheir activities as directors of
Missouri in Columbia, was admitted to
practice law in the stateCompany. Directors of Missouri, the United States District CourtCompany who are also employees of the Company will
not receive additional compensation for the
Western District of Missouri, and United States Tax Court. Mr. Fillmore has
practiced at such prestigious firmstheir services as Craft Fridkin & Rhyne, Fillmore &
Griffin, Perry, Hammill & Fillmore, Condon & Fillmore, and Gage & Tucker. Mr.
Fillmore's current practice focuses on mergers and acquisitions, corporate and
commercial transactions, securities laws, and international trade. In addition
to representing numerous closely held and publicly traded corporations, he also
represents numerous technology companies in the start up and growth stages,
negotiating capital infusions from investment banking and venture capital firms.directors.
THE BOARD OF DIRECTORS OF THE COMPANY DEEMS PROPOSAL NO. 1 TO BE IN THE BEST
INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE "FOR" THE NOMINEE AS DIRECTOR
TO SERVE UNTIL THE COMPANY'S ANNUAL MEETING OF STOCKHOLDERS IN 2004 AND
UNTIL THEIR SUCCESSORS HAVE BEEN ELECTED AND QUALIFIED.
10
PROPOSAL NO. 1.2 - RATIFICATION OF SELECTIONAPPOINTMENT OF INDEPENDENT AUDITORS
(Item 2)
For 2001, Clevenger and Haywood CPA, P.C. served as the independent auditors for
the Company and audited the financial statements of the Company including
reports to the stockholders and others.
The Board of Directors has selected and
appointed Clevenger and Haywood CPA, P.C.Jewett, Schwartz & Associates, as
the Company's independent auditorscertified public accountants for the Company for thefiscal year
ending December 31, 2002.20030. Jewett, Schwartz & Associates replaces Pickett,
Chaney & McMullen LLP as the independent public auditor of the Company. A
representative of ClevengerJewett, Schwartz & Haywood CPA, P.C.Associates, is expected to be present at
the Annual Meeting. Such
representativeMeeting, will have thean opportunity to make a statement if such
representative desires to do so and is expected to be available to respond to
appropriate questions from stockholders.
Audit Fees. The aggregate fees for professional services billed by Clevenger
and Haywood CPA, P.C. in connection with their audit of the Company's financial
statements and reviews of the financial statements included in our Quarterly
Reports on Form 10 Q for the 2001 fiscal year were approximately $29,000.
All Other Fees. The aggregate fees for all other services billed to the Company
by Clevenger and Haywood CPA, P.C. in the 2001 fiscal year were approximately
$4,600.questions. The affirmative vote of the holders of a majority of the votes cast is
necessary to appoint Jewett, Schwartz & Associates.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF JEWETT, SCHWARTZ & ASSOCIATES AS THE COMPANY'S
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2003.
PROPOSAL 3 -
TO DECREASE THE NUMBER OF ISSUED AND OUTSTANDING
SHARES OF OUR COMMON STOCK
GENERAL
The Board approved resolutions to affect a one-for-four reverse stock
split. Under this reverse stock split each four shares of our Common Stock will
be converted automatically into one share of Common Stock. To avoid the issuance
of fractional shares of Common Stock, presentan additional share shall be issued to all
holders of a fractional share .50 or represented by Proxy at the Annual Meeting is necessary for the
approvalgreater and no additional shares shall be
issued to a holder of a fractional share less than .50. The effective date of
the selection of independent auditors.reverse stock split will be August 25, 2003.
PLEASE NOTE THAT THE REVERSE STOCK SPLIT WILL NOT CHANGE YOUR PROPORTIONATE
EQUITY INTERESTS IN THE COMPANY, EXCEPT AS MAY RESULT FROM THE CANCELLATION OR
ISSUANCE OF SHARES BASED ON FRACTIONAL SHARES.
PURPOSE AND MATERIAL EFFECTS OF THE REVERSE STOCK SPLIT
The Board of Directors recommendsbelieves that, among other reasons, the stockholders vote fornumber
of outstanding shares of our Common Stock have contributed to a lack of investor
interest in the following resolution which will be
presented at the Annual Meeting:
"RESOLVED, that the selection by theCompany and has made it difficult to attract new investors and
potential business candidates. The Board of Directors had proposed the Reverse
Stock Split as one method to attract business opportunities in the Company.
When a company engages in a reverse stock split, it substitutes one
share of Clevenger and Haywood
CPA, P.C. as the Company's independent auditorsstock for the year ending December 31,
2002 be, and hereby is, ratified."
THE BOARD OF DIRECTORS OF THE COMPANY DEEMS PROPOSAL NO. 2 TO BE IN THE BEST
INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE "FOR"
APPROVAL OF PROPOSAL NO. 2.
APPROVAL OF AMENDMENT TO ARTICLES OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
(Item 3)
The Company's shareholders are asked to act upon a proposal to amend the
Company's Articlespredetermined amount of Incorporation, as amended, toshares of stock. It does not
increase the market capitalization of the company. An example of a reverse split
is the following. For example, a company has 1,000,000 shares of common stock
outstanding. Assume the market price is $.01 per share. Assume that that company
declares a 1 for 4 reverse stock split. After the reverse split, that company
will have 1/4 as many shares outstanding or 250,000 shares outstanding. The
stock will have a market price of $0.04. If an individual investor owned 10,000
shares of that company before the split at $.01 per share, he will own 2,500
share at $.04 after the split. In either case, his stock will be worth $100.
He's no better off before or after. Except that such company hopes that the
higher stock price will make that company look better
11
and thus the company will be a more attractive merger target for potential
business. There is no assurance that that company's stock will rise in price
after a reverse split or that a suitable merger candidate will emerge.
We believe that the Reverse Stock Split may improve the price level of
our Common Stock and that the higher share price could help generate interest in
the Company among investors and other business opportunities. However, the
effect of the reverse split upon the market price for our Common Stock cannot be
predicted, and the history of similar stock split combinations for companies in
like circumstances is varied. There can be no assurance that the market price
per share of our Common Stock after the reverse split will rise in proportion to
the reduction in the number of shares of Common Stock outstanding resulting from
the reverse split. The market price of our Common Stock may also be based on our
performance and other factors, some of which may be unrelated to the number of
shares outstanding.
The reverse split will affect all of our stockholders uniformly and
will not affect any stockholder's percentage ownership interests in the Company
or proportionate voting power, except to the extent that the reverse split
results in any of our stockholders owning a fractional share. To avoid the
issuance of fractional shares of Common Stock, an additional share shall be
issued to all holders of a fractional share .50 or greater and no additional
shares shall be issued to a holder of a fractional share less than .50. Any
outstanding options shall automatically have the number of shares to be received
from the exercise of those options revised to reflect the Reverse Stock Split.
The principal effect of the reverse split will be that the number of
shares of Common Stock issued and outstanding will be reduced from 1,088,159
shares as of August 25, 2003 to approximately 272,039 shares (depending on the
number of shares that are issued or cancelled based on the fractional shares).
The number of authorized shares of common stock from 50,000,000 shares to 80,000,000 shares.
Pursuant to this proposal,Common Stock will not be affected.
The reverse split will not affect the first sentencepar value of Article Threeour Common Stock. As
a result, on the effective date of the Company's
Articlesreverse split, the stated capital on our
balance sheet attributable to our Common Stock will be reduced to up to
one-forth of Incorporation,its present amount, and the additional paid-in capital account
shall be credited with the amount by which the stated capital is reduced. The
per share net income or loss and net book value of our Common Stock will be
increased because there will be fewer shares of our Common Stock outstanding.
The reverse split will not change the proportionate equity interests of
our stockholders, nor will the respective voting rights and other rights of
stockholders be altered, except for possible immaterial changes due to the
cancellation of fractional shares. The Common Stock issued pursuant to the
reverse split will remain fully paid and non-assessable. The reverse split is
not intended as, amended, is amended in its entiretyand will not have the effect of, a "going private transaction
covered by Rule 13e-3 under the Securities Exchange Act of 1934. We will
continue to read as
follows:
The aggregatebe subject to the periodic reporting requirements of the Securities
Exchange Act of 1934.
Stockholders should recognize that they will own a fewer number of
shares of all classes of stock whichthan they presently own (a number equal to the Corporation
shall have authority to issue is 80,000,000 shares of common stock
("Common Stock") having a par value of $.001 per share.
The Company's Articles of Incorporation, as amended, currently authorizes the
Company to issue up to 50,000,000 shares of common stock. As of April 2, 2002,
the Company had outstanding 30,619,826 shares of common stock. The Board of
Directors believes the proposed increase in the authorized number of shares of
common stock is necessaryowned
immediately prior to provide the Company with the flexibility to meet
business needs as they arise, to take advantage of favorable opportunities and
to respond to a changing environment.
The additional shares of common stock would be available for issuance from time
to time and for such purposes as the Board of Directors may deem advisable
without further action by the shareholders, except as may be required by
applicable laws or regulations. These purposes may include future financings or
acquisitions. Notwithstanding the above, the Board of Directors has no
immediate plans, intentions, or commitments to issue additional shares of common
stock for any purpose, including rendering more difficult or discouraging a
merger, tender offer, proxy contest or other change in controlfiling of the Company.
Unless deemed advisablecertificate of amendment divided by
four). While we expect that the Board of Directors, no further share owner
authorization would be sought for the issuance of such shares.
The Board of Directors has no immediate plans or commitments to issue any
additional shares of common stockreverse split will result in excess of the amount currently authorized.
However, the Board of Directors believes that an increase in the
potential market price of our Common Stock, there can be no assurance that the
reverse split will increase the potential market price of our Common Stock by a
multiple equal to the exchange number or result in the permanent increase in any
potential market price (which is dependent upon many factors, Including our
performance and prospects). Also, should the market price of our Common Stock
decline, the percentage decline as an absolute number and as a percentage of our
overall market capitalization may be greater than would pertain in the absence
of a reverse split. Furthermore, the possibility exists that potential liquidity
in the market price of our Common Stock could be adversely affected by the
reduced number of authorized shares that would providebe outstanding after the reverse split. In
addition, the reverse split will increase the number of stockholders of the
Company who own odd lots (less than 100 shares). Stockholders who hold odd lots
typically will experience an increase in the cost of selling their
12
shares, as well as possible greater difficulty in effecting such sales.
Consequently, there can be no assurance that the reverse split will achieve the
desired results that have been outlined above.
PROCEDURE FOR EXCHANGE OF STOCK CERTIFICATES
The reverse split will become effective on August 25, 2003, which we
will refer to as the "effective date." Beginning on the effective date, each
certificate representing pre-reverse split shares will be deemed for all
corporate purposes to evidence ownership of post-reverse split shares.
Our transfer agent, Madison Stock Transfer, Inc., will act as exchange
agent for purposes of implementing the exchange of stock certificates and
payment of fractional share interests. We refer to such person as the "exchange
agent." Holders of pre-reverse split shares are asked to surrender to the
exchange agent certificates representing pre-reverse split shares in exchange
for certificates representing post-reverse split shares in accordance with the
abilityprocedures set forth in the letter of transmittal to be sent our the
Stockholders. No new certificates will be issued to a stockholder until that
stockholder has surrendered the stockholder's outstanding certificate(s)
together with the properly completed and executed letter of transmittal.
Our stockholders are not entitled to appraisal rights under the Nevada
Revised Statutes in connection with the reverse stock split.
FRACTIONAL SHARES
We will not issue suchfractional certificates for post-reverse split shares
in connection with the reverse split. Instead, an additional newshare shall be
issued to all holders of a fractional share .50 or greater and no additional
shares shall be issued to a holder of a fractional share less than .50.
To the extent any holders of pre-reverse split shares are entitled to fractional
shares as a result of the Reverse Stock Split, the Company will issue an
additional share to holders of a fractional share .50 or greater and cancel the
fractional shares without issuing an additional shares to holders of a
fractional share less than .50.
STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE
AND
SHOULD NOT SUBMIT ANY CERTIFICATES WITHOUT THE LETTER OF TRANSMITTAL.
SUMMARY OF REVERSE STOCK SPLIT
Below is a brief summary of the reverse stock split:
o The issued and outstanding Common Stock shall be reduced on the basis of
one post-split share of the Common Stock for every four pre-split shares of
the Common Stock outstanding. The consolidation shall not affect any
rights, privileges or obligations with respect to the shares of the Common
Stock existing prior to the consolidation.
o Stockholders of record of the Common Stock as of August 25, 2003 shall have
their total shares reduced on the basis of one post-split share of Common
Stock for every 4 pre-split shares outstanding.
o As a result of the reduction of the Common Stock the pre-split total of
issued and outstanding shares of 1,088,159 shall be consolidated to a total
of approximately 272,039 issued and outstanding shares (depending on the
number of shares that are issued or cancelled based on fractional shares).
13
o The Company's authorized number of common stock shouldshall remain at 50,000,000
shares of the opportunity be presented in the
future.
Each additional shareCommon Stock.
DESCRIPTION OF CAPITAL STOCK
The following is a summary description of commonour capital stock authorized by the amendment to Article
Threeand certain
provisions of theour Articles of Incorporation as amended, describedand by-laws. The following
discussion is qualified in this proposal
would have the same rights and privileges under the Articles of Incorporation,
as amended, as each share of common stock currently authorized. Shareholders
have no preemptive rights with respectits entirety by reference to common stock and the issuance of
common stock, other than on a pro rata basis, would result in dilution of a
shareholder's interest.
THE BOARD OF DIRECTORS OF THE COMPANY DEEMS PROPOSAL NO. 3 TO BE IN THE BEST
INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE "FOR"
APPROVAL OF PROPOSAL NO. 3.
APPROVAL OF AMENDMENT TO ARTICLES OF INCORPORATION TO
CHANGE THE NAME OF THE COMPANY
(Item 4)
The Company's Shareholders are asked to act upon a proposal to amend the
Company's Articles of Incorporation, as amended, to change the name of the
Company form "SearchHound.com" to "I2 Global, Inc., Inc." Management of the
Company believes that that the name "I2 Global, Inc." more accurately reflects
the business of the Company.
THE BOARD OF DIRECTORS OF THE COMPANY DEEMS PROPOSAL NO. 4 TO BE IN THE BEST
INTERESTS OF THE COMPANY AND ITS SHAREHOLDERS AND RECOMMENDS A VOTE "FOR"
APPROVAL OF PROPOSAL NO. 4.
DESCRIPTION OF CAPITAL STOCKsuch exhibits.
The Company's authorized capital stock consists of 50,000,000 shares of common
stock, $.001 par value. Holders of the Company's common stock have no preemptive
or other subscription rights. As of April 2, 2002,August 4, 2003, there were 30,619,8261,088,159 shares
of the Company's common stock outstanding and approximately nine hundred forty-one holders of record of the
Company's common stock.outstanding. The holders of the Company's common
stock are entitled to one vote per share on all matters submitted to a vote of
the shareholders. Holders of the Company's common stock do not have cumulative
voting rights. Therefore, holders of more than 50% of the shares of the
Company's common stock are able to elect all directors eligible for election
each year. The holders of common stock are entitled to dividends and other
distributions out of assets legally available if and when declared by the
Company's board of directors. Upon the Company's liquidation, dissolution or
winding up, the holders of the Company's common stock are entitled to share pro
rata in the distribution of all of the Company's assets remaining available for
distribution after satisfaction of all liabilities, including any prior rights
of any preferred stock which may be outstanding. There are no redemption or
sinking fund provisions applicable to the Company's common stock.
The transfer agent and registrar for the common stock is Madison Stock Transfer,
Inc. P.O. Box 290-145, Brooklyn, New York 11229-0145.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE
PROPOSAL TO DECREASE THE NUMBER OF ISSUED AND OUTSTANDING SHARES OF OUR
COMMON STOCK.
PROPOSAL 4
AMEND THE ARTICLES OF INCORPORATION TO
CHANGE OF NAME OF THE COMPANY
We operated as a holding company for internet-based
assets/businesses, primarily through the acquisitions of operating
assets/businesses through the issuance of common stock. Recognizing that our
business on a going forward basis would be unprofitable and not enhance the
value for our shareholders, as of March 31, 2003, we disposed of all of our
operating assets/businesses and ceased all operating activities. Our operations
since that time have consisted of exploring various business opportunities.
Management believes that our present name might negatively influence any
transaction partner. In addition, the management believes that giving the Board
the authority and discretion to change our name to Coach Industries Group, Inc.
(or such other name as may be available) might make us a more attractive to a
potential acquisition target.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE
PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION TO CHANGE OF NAME OF
THE COMPANY.
14
CAUTIONARY STATEMENTS CONCERNING FORWARD-LOOKING INFORMATION
This Proxy Statement contains forward-looking statements. Certain matters
discussed herein are forward-looking statements within the meaning of the
Private Litigation Reform Act of 1995. Certain, but not necessarily all, of such
statements can be identified by the use of forward-looking terminology, such as
"believes," "expects," "may," "will," "should," "estimates" or "anticipates" or
the negative thereof or comparable terminology. All forward-looking statements
involve known and unknown risks, uncertainties and other factors, which may
cause the actual transactions, results, performance or achievements of the
company to be materially different from any future transactions, results,
performance or achievements expressed or implied by such forward-looking
statements. These may include, but are not limited to: (a) matters described in
this Proxy Statement and matters described in "Note on Forward-Looking
Statements" in our Annual Report on Form 10-KSB for the year ended December 31,
2002, (b) the ability to operate our business after the closing in a manner that
will enhance stockholder value. Although we believe the expectations reflected
in such forward-looking statements are based upon reasonable assumptions and
business opportunities, we can give no assurance that our expectations will be
attained or that any deviations will not be material. We undertake no obligation
to publicly release the result of any revisions to these forward-looking
statements that may be made to reflect any future events or circumstances.
15
ADDITIONAL INFORMATION
IF YOU HAVE ANY QUESTIONS ABOUT THE ACTIONS DESCRIBED ABOVE, YOU MAY
CONTACT JOSEPH I. EMAS, 1224 WASHINGTON AVENUE, MIAMI BEACH, FLORIDA 33139 (305)
531-1174.
WE ARE SUBJECT TO THE INFORMATIONAL REQUIREMENTS OF THE SECURITIES
EXCHANGE ACT OF 1934 AND IN ACCORDANCE WITH THE REQUIREMENTS THEREOF, FILE
REPORTS, PROXY STATEMENTS AND OTHER INFORMATION WITH THE SECURITIES AND EXCHANGE
COMMISSION ("SEC"). COPIES OF THESE REPORTS, PROXY STATEMENTS AND OTHER
INFORMATION CAN BE OBTAINED AT THE SEC'S PUBLIC REFERENCE FACILITIES AT
JUDICIARY PLAZA, ROOM 1024, 450 FIFTH STREET, N.W., WASHINGTON, D.C., 20549.
ADDITIONALLY, THESE FILINGS MAY BE VIEWED AT THE SEC'S WEBSITE AT
HTTP://WWW.SEC.GOV.
WE FILED OUR ANNUAL REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002
ON FORM 10-KSB WITH THE SEC. A COPY OF PAST ANNUAL REPORTS ON FORM 10-KSB
(EXCEPT FOR CERTAIN EXHIBITS THERETO), MAY BE OBTAINED, UPON WRITTEN REQUEST BY
ANY STOCKHOLDER TO JOSEPH I. EMAS, 1224 WASHINGTON AVENUE, MIAMI BEACH, FLORIDA
33139 (305) 531-1174. COPIES OF ALL EXHIBITS TO THE ANNUAL REPORTS ON FORM
10-KSB ARE AVAILABLE UPON A SIMILAR REQUEST.
INFORMATION INCORPORATED BY REFERENCE
THE FOLLOWING DOCUMENTS ARE INCORPORATED HEREIN BY REFERENCE AND TO BE
A PART HEREOF FROM THE DATE OF FILING OF SUCH DOCUMENTS:
ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31,
2002 (ATTACHED HERETO).
ALL DOCUMENTS FILED BY THE COMPANY WITH THE SEC PURSUANT TO SECTIONS
13(A), 13(C), 14 OR 15(D) OF THE EXCHANGE ACT AFTER THE DATE OF THIS INFORMATION
STATEMENT AND PRIOR TO THE EFFECTIVE DATE OF THE ACTION TAKEN DESCRIBED HEREIN,
INCLUDING THE ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER
31, 2002.
ANY STATEMENT CONTAINED IN A DOCUMENT INCORPORATED OR DEEMED TO BE
INCORPORATED BY REFERENCE HEREIN SHALL BE DEEMED TO BE MODIFIED OR SUPERSEDED
FOR PURPOSES OF THIS INFORMATION STATEMENT TO THE EXTENT THAT A STATEMENT
CONTAINED HEREIN OR IN ANY OTHER SUBSEQUENTLY FILED DOCUMENT THAT ALSO IS, OR IS
DEEMED TO BE, INCORPORATED BY REFERENCE HEREIN MODIFIES OR SUPERSEDES SUCH
STATEMENT. ANY SUCH STATEMENT SO MODIFIED OR SUPERSEDED SHALL NOT BE DEEMED,
EXCEPT AS SO MODIFIED OR SUPERSEDED, TO CONSTITUTE A PART OF THIS INFORMATION
STATEMENT.
THIS INFORMATION STATEMENT INCORPORATES, BY REFERENCE, CERTAIN
DOCUMENTS THAT ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. COPIES OF ANY
SUCH DOCUMENTS, OTHER THAN EXHIBITS TO SUCH DOCUMENTS WHICH ARE NOT SPECIFICALLY
INCORPORATED BY REFERENCE HEREIN, ARE AVAILABLE WITHOUT CHARGE TO ANY PERSON,
INCLUDING ANY STOCKHOLDER, TO WHOM THIS INFORMATION STATEMENT IS DELIVERED, UPON
WRITTEN OR ORAL REQUEST TO OUR SECRETARY AT OUR ADDRESS AND TELEPHONE NUMBER SET
FORTH HEREIN.
16
SHAREHOLDER PROPOSALS FOR THE 2003 ANNUAL MEETING
Under SEC rules, shareholders intending to present a proposal at the 2003 Annual
Meeting in 2004 and have it included in our proxy statement must submit the
proposal in writing to Dave Mullikin, President and Chief Executive Officer,
SearchHound.com, Inc, 200 Main Street,Francis O'Donnell, at 9600 W. Sample Road, Suite 305, Kansas City, Missouri 64105.505,
Coral Springs, Florida 33065. We must receive the proposal no later than
December 4, 2002.19, 2003.
Shareholders intending to present a proposal at the 2003 Annual Meeting in 2004, but
not to include the proposal in our proxy statement, must comply with the
requirements set forth in Regulation 14a-8 of the Security Exchange Act of 1934,
as amended (the "Exchange Act"). The Exchange Act requires, among other things,
that a shareholder must submit a written notice of intent to present such a
proposal that is received by our Secretary no less than 120 days prior to the
anniversary of the first mailing of the Company's proxy statement for the
immediately preceding year's annual meeting. Therefore, the Company must receive
notice of such proposal for the 2003 Annual Meeting in 2004 no later than December
4, 2002.19, 2003. If the notice is after December 4, 2002,19, 2003, it will be considered
untimely and we will not be required to present it at the 2003 Annual Meeting.Meeting in
2004. The Company reserves the right to reject, rule out of order, or take other
appropriate action with respect to any proposal that does not comply with these
and other applicable requirements. The form of proxy and this Proxy Statement
have been approved by the Board of Directors and are being mailed and delivered
to shareholders by its authority.
DAVE MULLIKIN/s/ Francis O'Donnell
FRANCIS O'DONNELL
President and Chief Executive Officer
Kansas City, Missouri
AprilCoral Springs, Florida
August 4, 20022003
17
THIS PROXY IS SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS
OF
SEARCHHOUND.COM, INC.
PROXY -- ANNUAL MEETING OF SHAREHOLDERS - August 22, 2003
The undersigned, revoking all previous proxies, hereby appoint(s)
Francis O'Donnell as Proxy, with full power of substitution, to represent and to
vote all Common Stock of SearchHound.com, Inc. owned by the undersigned at the
Annual Meeting of Shareholders to be held in Coral Springs, on Friday, August
22, 2003, including any original or subsequent adjournment thereof, with respect
to the proposals set forth in the Notice of Annual Meeting and Proxy Statement.
No business other than matters described below is expected to come before the
meeting, but should any other matter requiring a vote of shareholders arise, the
person named herein will vote thereon in accordance with his best judgment. All
powers may be exercised by said Proxy. Receipt of the Notice of Annual Meeting
and Proxy Statement is hereby acknowledged.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING.
1. ELECTION OF DIRECTORS. Nominee: Francis O'Donnell
[ ] FOR ALL NOMINEE LISTED (Except as specified
here:______________)
OR
[ ] WITHHOLDING AUTHORITY to vote for the nominee
listed above
2. Proposal to Ratify the Appointment of Independent Auditors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Proposal to decease the number of issued and outstanding shares of
common stock.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. Proposal to amend the Articles of Incorporation to change the name of
the Company to Coach Industries Group, Inc.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
The shares represented by this proxy will be voted as directed. IF NO
SPECIFIC DIRECTION IS GIVEN, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED
FOR THE NOMINEE NAMED IN PROPOSAL 1 AND FOR PROPOSALS 2, 3 and 4.
Dated ____________________________, 2003
- ----------------------------- ----------------------------------
(Print Name) (Signature)
Where there is more than one owner, each should sign. When signing as an
attorney, administrator, executor, guardian or trustee, please add your full
title as such. If executed by a corporation or partnership, the proxy should be
signed in the corporate or partnership name by a duly authorized officer or
other duly authorized person, indicating such officer's or other person's title.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
18