UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
COACH INDUSTRIES GROUP, INC.
(Exact name of registrant as specified in its charter)
NEVADA 0-19471 91-1942841
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
9600 W. SAMPLE ROAD, SUITE 505, CORAL SPRINGS, FLORIDA 33065
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (305) 531-1174
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SearchHound.com, Inc.
12817 Woodson,
Overland Park, Kansas 66209
(Former name or former address, if changed since last report)
CONSULTING AGREEMENT WITH FRANCIS O'DONNELL
CONSULTING AGREEMENT WITH ANDREW COSTA
CONSULTING AGREEMENT WITH MICHAEL STEINBERG
CONSULTING AGREEMENT WITH THOMAS HECKMAN
CONSULTING AGREEMENT WITH DAVE MULLIKIN
CONSULTING AGREEMENT WITH SANDY LIPKIN
CONSULTING AGREEMENT WITH DAVID MAYER
(Full title of the plan)
Copies of all communications, including all communications sent to the
agent for service, should be sent to:
Joseph I. Emas, Attorney at Law
1224 Washington Avenue
Miami Beach, Florida 33139
Telephone: 305.531.1174
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING AGGREGATE REGISTRATION
BE REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE FEE
Common Stock, 1,800,000(2) $0.45(1) $810,000(1) $66.00 (1)
par value $0.001
(1) The price is estimated in accordance with Rule 457(h)(1) under the
Securities Act of 1933, as amended, solely for the purpose of
calculating the registration fee, based on the average of the bid and
asked price ($0.45 bid; $0.45 ask) of the common stock of Coach
Industries Group, Inc. as reported on the National Association of
Securities Dealers Inc.'s OTC Bulletin Board on August 26, 2003.
(2) Aggregate amount of our common stock issued pursuant to consulting
agreements entered into between Coach Industries Group, Inc. and
certain of our consultants in satisfaction of compensation owed to
these persons. These outstanding compensation obligations arose as a
result of services provided to our company by Francis O'Donnell, Andrew
Costa, Michael Steinberg, Thomas Heckman, Dave Mullikin, Sandy Lipkin,
and David Mayer.
EXPLANATORY NOTE
We prepared this Registration Statement in accordance with the requirements of
Form S-8 under the Securities Act of 1933, as amended, to register 1,800,000
shares of our common stock, $.001 par value per share, issued pursuant to
consultant agreements entered into between our company and certain of our
consultants in satisfaction of compensation owed to these persons of
approximately $810,000. These compensation obligations arise as a result of
services that will be provided to our company by these consultants. These
services, will enable our company to use our consultants for general business
matters including, but not limited to the evaluation and analysis of management
needs, prospective mergers, asset, business or other acquisition, and other
business combinations.
Under cover of this Form S-8 is our reoffer prospectus prepared in accordance
with Instruction C of Form S-8, and may be used for reofferings and resales on a
continuous or delayed basis in the future of up to an aggregate of 1,800,000
"restricted securities" which have been issued, pursuant to the Consultant
Agreements between our company and each of Francis O'Donnell, Andrew Costa,
Michael Steinberg, Thomas Heckman, Dave Mullikin, Sandy Lipkin, and David Mayer.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
We will send or give the documents containing the information specified in Part
I of Form S-8 to each of Francis O'Donnell, Andrew Costa, Michael Steinberg,
Thomas Heckman, Dave Mullikin, Sandy Lipkin, and David Mayer, as specified by
the Securities and Exchange Commission Rule 428(b)(1) under the Securities Act
of 1933, as amended. We do not need to file these documents with the Securities
and Exchange Commission either as part of this registration statement or as a
prospectus or prospectus supplement under Rule 424 of the Securities Act of
1933, as amended.
2
REOFFER PROSPECTUS
The date of this prospectus is August 29, 2003
COACH INDUSTRIES GROUP, INC.
9600 W. SAMPLE ROAD,
SUITE 505,
CORAL SPRINGS, FLORIDA 33065
1,800,000 Shares of Common Stock
This reoffer prospectus relates to 1,800,000 shares of our common stock that may
be offered and resold from time to time by the selling stockholders identified
in this prospectus for their own account. It is anticipated that the selling
stockholders will offer shares for sale at prevailing prices on the OTC Bulletin
Board on the date of sale. We will receive no part of the proceeds from sales
made under this reoffer prospectus. The selling stockholders will bear all sales
commissions and similar expenses. Any other expenses incurred by us in
connection with the registration and offering and not borne by the selling
stockholders will be borne by us.
The selling stockholders and any brokers executing selling orders on his behalf
may be deemed to be "underwriters" within the meaning of the Securities Act of
1933, as amended, in which event commissions received by such brokers may be
deemed to be underwriting commissions under the Securities Act of 1933, as
amended.
Our common stock is traded on the OTC Bulletin Board under the symbol "CIGI." On
August 26, 2003, the last reported closing bid price of our common stock on such
market was $0.45 per share.
THE COMMON SHARES OFFERED PURSUANT TO THIS REGISTRATION STATEMENT INVOLVE A HIGH
DEGREE OF RISK. SEE "RISK FACTORS" ON PAGE 10 OF THIS REOFFER PROSPECTUS. THESE
ARE SPECULATIVE SECURITIES.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENCE.
3
TABLE OF CONTENTS
PAGE NUMBER
Reoffer Prospectus 5
Available Information 5
Incorporation of Documents by Reference 5
Prospectus Summary 6
Summary of Risk Factors 6
Forward-Looking Statements 7
Business of our Company 9
Risk Factors 10
Selling Stockholder 13
Plan of Distribution 14
Experts 14
Legal Matters 14
Disclosure of Commission Position 15
4
REOFFER PROSPECTUS
AVAILABLE INFORMATION
You should only rely on the information incorporated by reference or provided in
this reoffer prospectus or any supplement. We have not authorized anyone else to
provide you with different information. The common stock is not being offered in
any state where the offer is not permitted. You should not assume that the
information in this reoffer prospectus or any supplement is accurate as of any
date other than the date on the front of this reoffer prospectus.
Coach Industries Group, Inc. (formally known as SearchHound.com, Inc.) files
annual, quarterly and special reports, proxy statements, and other information
with the Securities and Exchange Commission as are required by the Securities
Exchange Act of 1934. You may read and copy any reports, statements or other
information we have filed at the SEC's Public Reference Room at 450 Fifth Street
N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the Public Reference Rooms. Our filings are also available on the
Internet at the SEC's website at http:\\www.sec.gov, and from commercial
document retrieval services, such as Primark, whose telephone number is
1-800-777-3272.
INCORPORATION OF DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" information into this
registration statement, which means that we can disclose important information
to you by referring you to another document filed separately with the SEC. The
information incorporated by reference is deemed to be part of this registration
statement, except for any information superseded by information in this
registration statement.
The following documents filed by our company with the United States Securities
and Exchange Commission (the "SEC") are incorporated herein by reference:
1. Our Annual Report on Form 10-KSB, for the year ended December 31, 2002,
filed on March 28, 2003;
2. Our Quarterly Report on Form 10-QSB, for the quarter ended March 31,
2003, filed on April 25, 2003;
3. Our Quarterly Report on Form 10-QSB, for the quarter ended June 30,
2003, filed on August 14, 2003;
4. Current Reports on Form 8-K filed with the Securities and Exchange
Commission on May 19, 2003, August 25, 2003 and August 29, 2003;
5. The description of our company's common stock contained in our
Registration Statement on Form 10-SB (file no. 000-28587), including
all amendments, filed with the Securities and Exchange Commission;
6. All other documents we filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual
Report referred to above; and
5
7. All reports and other documents subsequently filed by us pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of
such reports and documents.
In addition to the foregoing, all documents that we subsequently file pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment indicating that all of the
securities offered pursuant to this reoffer prospectus have been sold or
deregistering all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference in this registration statement shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that a statement contained in this reoffer prospectus or in any subsequently
filed document that is also incorporated by reference in this reoffer prospectus
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this registration statement.
WE WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A COPY OF THIS REOFFER
PROSPECTUS IS DELIVERED, UPON ORAL OR WRITTEN REQUEST, A COPY OF ANY OR ALL
DOCUMENTS INCORPORATED BY REFERENCE INTO THIS REOFFER PROSPECTUS (EXCLUDING
EXHIBITS, UNLESS THE EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO
THE INFORMATION THE REOFFER PROSPECTUS INCORPORATES). REQUESTS SHOULD BE
DIRECTED TO THE CHIEF EXECUTIVE OFFICER, COACH INDUSTRIES GROUP, INC., 9600 W.
SAMPLE ROAD, SUITE 505, CORAL SPRINGS, FLORIDA 33065. OUR TELEPHONE CONTACT
NUMBER IS (305) 531-1174.
You may read and copy any reports, statements or other information we have filed
at the SEC's Public Reference Rooms at 450 Fifth Street, N.W., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
Public Reference Rooms. Our filings are also available on the Internet at the
SEC's website at http:\\www.sec.gov, and from commercial document retrieval
services, such as Primark, whose telephone number is 1-800-777-3272.
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information and financial statements and notes thereto appearing elsewhere in
this reoffer prospectus. Consequently, this summary does not contain all of the
information that you should consider before investing in our common stock. You
should carefully read the entire prospectus, including the "Risk Factors"
section, and the documents and information incorporated by reference into this
reoffer prospectus.
6
SUMMARY OF RISK FACTORS
An investment in our common stock involves a number of risks which should be
carefully considered and evaluated. These risks include:
(a) the fact that our securities must be
considered highly speculative, generally
because of the nature of our business and
the early stage of its development;
(b) the fact that our ability to continue
operations depends on our finding a suitable
merger candidate;
(c) that fact that we have divested
ourselves of our assets and can be
considered a development stage company and
have no established source of income, and
that these circumstances raise substantial
doubt about our ability to continue as a
going concern; and
(d) the fact that if we find a merger
candidate we will be susceptible to the risk
factors associated with the merger
candidate's business and with the complexity
of their business and their business plan.
For a more complete discussion of risk factors relevant to an investment in our
common stock see the "Risk Factors" section beginning on page 10 of this reoffer
prospectus.
FORWARD LOOKING STATEMENTS
This reoffer prospectus contains forward-looking statements as the term is
defined in the Private Securities Litigation Reform Act of 1995. These
statements relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology such as "may",
"will", "should", "expects", "plans", "anticipates", "believes", "estimates",
"predicts", "potential" or "continue" or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in the
section entitled "Risk Factors," which may cause our or our industry's actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.
Although we believe the expectations reflected in the forward-looking statements
are reasonable, we cannot guarantee future results, levels of activity,
performance or achievements. Except as required by applicable law, including the
securities laws of the United States, we do not intend to update any of the
forward-looking statements to conform these statements to actual results.
As used in this reoffer prospectus, the terms "we", "us", "our" and "Patron"
mean Coach Industries Group, Inc., unless otherwise indicated.
7
BUSINESS OF OUR COMPANY
Coach Industries Group, Inc. was previously know as SearchHound.com, Inc.
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 from January 1, 2000 through May 31, 2000 pursuing a reverse merger
transaction with Searchound.com 2000 Ltd., and the acquisition 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. ("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 had its principal offices located in
Overland Park, Kansas and served 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 had 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 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.
8
On August 22, 2003, the Company held its Annual Meeting of Shareholders. The
Shareholders elected Mr. Francis O'Donnell to serve as director until the
Company's Annual Meeting of stockholders in 2004. The Shareholders ratified the
appointment of Jewett, Schwartz & Associates, as the Company's independent
certified public accountants, for the fiscal year ending December 31, 2003. The
Shareholders effected a 1-for-4 reverse stock split (pro-rata reduction of
outstanding shares) of the Company's issued and outstanding shares of Common
Stock. The Shareholders amended the Company's Articles of Incorporation to
change the name of the Company to Coach Industries Group, Inc.
As of the opening of business on Monday, August 25, 2003, the 1-for-4 reverse
stock split was effective and the Company began trading under the name Coach
Industries Group, Inc. The new symbol for the Company is CIGI.OB.
9
RISK FACTORS
Much of the information included in this Registration Statement includes or is
based upon estimates, projections or other "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934 and are subject to the "safe harbor" created by
those sections. When used in this document, the words "expects", "anticipates",
"intends", "plans" and similar expressions are intended to identify other
forward-looking statements. While such forward-looking statements, and any
assumptions upon which they are based, are made in good faith and reflect our
current judgment regarding the direction of our business, actual results will
almost always vary, sometimes materially, from any estimates, predictions,
projections, assumptions, or other future performance suggested herein. Those
forward-looking statements also involve certain risks and uncertainties.
Factors, risks and uncertainties that could cause or contribute to such
differences include those specific risks and uncertainties discussed below and
those discussed in our filing with the Securities and Exchange Commission. The
cautionary statements made in this document should be read as being applicable
to all related forward-looking statements wherever they appear in this document.
Much of the information included in this registration statement includes or is
based upon estimates, projections or other "forward looking statements." Such
forward looking statements include any projections or estimates made by us and
our management in connection with our business operations. While these
forward-looking statements, and any assumptions upon which they are based, are
made in good faith and reflect our current judgment regarding the direction of
our business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions or other future performance
suggested herein. Such estimates, projections or other "forward looking
statements" involve various risks and uncertainties as outlined below. We
caution the reader that important factors in some cases have affected and, in
the future, could materially affect actual results and cause actual results to
differ materially from the results expressed in any such estimates, projections
or other "forward looking statements".
WE INTEND TO ACQUIRE OTHER BUSINESSES WHICH MAY DISRUPT OUR BUSINESS DEVELOPMENT
PLAN AND OUR ABILITY TO ATTRACT NEW CLIENTS.
We intend to acquire another business or merge into or be acquired by another
business, and we may be unable to identify, acquire, successfully integrate or
profitably manage any business without substantial expense, delay or other
operational or financial problems. We are unable to predict whether or when any
prospective acquisitions will occur or the likelihood of a material transaction
being completed on favorable terms and conditions. In addition, acquisitions of
or mergers with other companies commonly involve certain risks, including, among
others:
* the difficulty of assimilating the acquired operations and
personnel;
10
* the potential disruption of their ongoing business and
diversion of resources and management time;
* the possible inability of management to maintain uniform
standards, controls, procedures and policies;
* the risks of entering markets in which we have little or no
direct prior experience; and
* the potential impairment of relationships with employees or
customers as a result of changes in management in the merger
candidate.
Currently, the Company has entered into a merger agreement with Commercial
Transportation Manufacturing Corp., a New York corporation. There can be no
assurances that this transaction will be consummated or that we will ultimately
benefit from such a transaction.
WE DEPEND UPON ONE KEY EMPLOYEE, FRANCIS O'DONNELL, TO PROCURE A MERGER
CANDIDATE AND IF WE LOSE THE SERVICES OF FRANCIS O'DONNELL, WE WILL BE UNABLE TO
COMPLETE A MERGER TRANSACTION.
Our business depends heavily on the efforts, abilities, business transaction
capabilities of our sole executive officer, Francis O'Donnell. If we lose the
services of Francis O'Donnell, it would severely affect our ability to complete
a merger with Commercial Transportation Manufacturing Corp. or any related
entity.
We do not maintain "key person" life insurance on any of our directors or senior
executive officers.
SINCE OUR SHARES ARE THINLY TRADED AND TRADING ON THE OTC BULLETIN BOARD TRADING
MAY BE SPORADIC BECAUSE IT IS NOT AN EXCHANGE. STOCKHOLDERS MAY HAVE DIFFICULTY
RESELLING THEIR SHARES.
Our common stock is quoted on the OTC Bulletin Board and is thinly traded. In
the past, our trading price has fluctuated widely, depending on many factors
that may have little to do with our operations or business prospects. In
addition, the OTC Bulletin Board is not an exchange and, because trading of the
securities on the OTC Bulletin Board is often more sporadic than the trading of
securities listed on an exchange or the Nasdaq Stock Market, Inc., you may have
difficulty reselling any of our common shares.
TRADING OF OUR STOCK MAY BE RESTRICTED BY THE SEC'S PENNY STOCK REGULATIONS
WHICH MAY LIMIT A STOCKHOLDER'S ABILITY TO BUY AND SELL OUR STOCK.
The Securities and Exchange Commission has adopted regulations which generally
define "penny stock" to be any equity security that has a market price (as
defined) less than $5.00 per share or an exercise price of less than $5.00 per
share, subject to certain exceptions. Our securities are covered by the penny
stock rules, which impose additional sales practice requirements on
broker-dealers who sell to persons other than established customers and
11
"accredited investors." The term "accredited investor" refers generally to
institutions with assets in excess of $5,000,000 or individuals with a net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouse. The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document in a form prepared by the Securities and
Exchange Commission which provides information about penny stocks and the nature
and level of risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in
the customer's account. The bid and offer quotations, and the broker-dealer and
salesperson compensation information, must be given to the customer orally or in
writing prior to effecting the transaction and must be given to the customer in
writing before or with the customer's confirmation. In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise exempt
from these rules, the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor interest
in and limit the marketability of our common stock.
WE DO NOT EXPECT TO DECLARE OR PAY ANY DIVIDENDS.
We have not declared or paid any dividends on our common stock since our
inception and we do not anticipate paying any such dividends for the foreseeable
future.
12
SELLING STOCKHOLDERS
The following table identifies the selling stockholders and indicates (i) the
nature of any material relationship that such selling stockholder has had with
us for the past three years, (ii) the number of shares held by the selling
stockholders, (iii) the amount to be offered for each of the selling
stockholder's account, and (iv) the number of shares and percentage of
outstanding shares of the common shares in our capital to be owned by each
selling stockholder after the sale of the shares offered by them pursuant to
this offering. The selling stockholders are not obligated to sell the shares
offered in this reoffer prospectus and may choose not to sell any of the shares
or only a part of the shares. SEC rules require that we assume that the selling
stockholder s sell all of the shares offered with this reoffer prospectus.
Under the Securities Exchange Act of 1934, any person engaged in a distribution
of the shares offered by this reoffer prospectus may not simultaneously engage
in market making activities with respect to our common shares during the
applicable "cooling off" periods prior to the commencement of such distribution.
In addition, and without limiting the foregoing, the selling stockholders will
be subject to applicable provisions of the Securities Exchange Act of 1934 and
the rules and regulations thereunder, which provisions may limit the timing of
purchases and sales of the shares by the selling stockholders. As of August 29,
2003, there were 3,183,706 common shares in our capital issued and outstanding.
NUMBER OF NUMBER OF
SHARES SHARES SHARES
BENEFICIALLY SUBJECT TO BEING PERCENTAGE OF SHARES
SELLING STOCKHOLDER OWNED(1) OPTIONS (2) REGISTERED BENEFICIALLY OWNED(3)
------------------- -------- ----------- ---------- ---------------------
Francis O'Donnell 2,133,865 -0- 1,405,000 67.%
Andrew Costa 100,000 -0- 100,000 3.1%
Michael Steinberg 100,000 -0- 100,000 3.1%
Thomas Heckman 75,000 -0- 75,000 2.36%
Dave Mullikin 75,000 -0- 75,000 2.36%
Sandy Lipkin 25,000 -0- 25,000 *
David Mayer 20,000 -0- 20,000 *
*less than 1%
(1) Represents shares owned beneficially by each party, including shares that
each has the right to acquire within 60 days of the date of this reoffer
prospectus.
(2) Includes shares of our common stock underlying options, whether or not
exercisable as of, or within 60 days of, the date of this reoffer prospectus.
(3) Based on 3,183,706 shares outstanding as of August 29, 2003.
13
THE INFORMATION PROVIDED IN THE TABLE ABOVE WITH RESPECT TO THE SELLING
STOCKHOLDERS HAS BEEN OBTAINED FROM EACH OF THE SELLING STOCKHOLDERS. BECAUSE
THE SELLING STOCKHOLDERS MAY SELL ALL OR SOME PORTION OF THE SHARES OF COMMON
STOCK BENEFICIALLY OWNED BY THEM, ONLY AN ESTIMATE (ASSUMING THE SELLING
STOCKHOLDERS SELL ALL OF THE SHARES OFFERED HEREBY) CAN BE GIVEN AS TO THE
NUMBER OF SHARES OF COMMON STOCK THAT WILL BE BENEFICIALLY OWNED BY EACH SELLING
STOCKHOLDER AFTER THIS OFFERING. IN ADDITION, THE SELLING STOCKHOLDERS MAY HAVE
SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF, OR MAY SELL, TRANSFER OR OTHERWISE
DISPOSE OF, AT ANY TIME OR FROM TIME TO TIME SINCE THE DATE ON WHICH HE PROVIDED
THE INFORMATION REGARDING THE SHARES OF COMMON STOCK BENEFICIALLY OWNED BY THEM,
ALL OR A PORTION OF THE SHARES OF COMMON STOCK BENEFICIALLY OWNED BY THEM IN
TRANSACTIONS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF
1933, AS AMENDED.
PLAN OF DISTRIBUTION
The selling stockholders may sell the 1,800,000 common shares for value from
time to time under this reoffer prospectus in one or more transactions on the
OTC Bulletin Board, in negotiated transactions or in a combination of such
methods of sale, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at prices otherwise negotiated. The
selling stockholders may effect such transactions by selling the shares to or
through broker-dealers, and such broker-dealers may receive compensation in the
form of underwriting discounts, concessions or commissions from the respective
selling stockholder and/or the purchasers of the shares for whom such
broker-dealers may act as agent (which compensation may be less than or in
excess of customary commissions).
The selling stockholders and any broker-dealers that participate in the
distribution of the shares may be deemed to be an "underwriter" within the
meaning of Section 2(11) of the Securities Act of 1933, and any commissions
received by them and any profit on the resale of the shares sold by them may be
deemed to be underwriting discounts and commissions under the Securities Act of
1933. All selling and other expenses incurred by the selling stockholders will
be borne by the selling stockholders. In addition to any shares sold hereunder,
the selling stockholders may, at the same time, sell any shares of common
shares, including the shares, owned by them in compliance with all of the
requirements of Rule 144, regardless of whether such shares are covered by this
reoffer prospectus. There is no assurance that the selling stockholders will
sell all or any portion of the shares offered. We will pay all expenses in
connection with this offering and we will not receive any proceeds from sales of
any shares by the selling stockholders.
EXPERTS
The consolidated financial statements Searchhound.com, Inc. and subsidiaries as
of and for the year ended December 31, 2002, are incorporated by reference in
this reoffer prospectus in reliance on the report of Pickett, Chaney & McMullen
LLP, independent auditors, dated March 26, 2003, which report contains an
emphasis paragraph due to going concern uncertainty.
LEGAL MATTERS
The validity of the common shares offered by this reoffer prospectus will be
passed upon for us and the selling stockholders by Joseph I. Emas,
Attorney-at-Law, Miami Beach, Florida.
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DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended may be permitted to directors, officers or persons controlling
our business pursuant to the provision in the section entitled "Indemnification
of Directors and Officers" (see below), we have been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933, as amended and
is therefore unenforceable.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Securities and Exchange Commission allows us to "incorporate by reference"
information into this registration statement, which means that we can disclose
important information to you by referring you to another document filed
separately with the Securities and Exchange Commission. The information
incorporated by reference is deemed to be part of this registration statement,
except for any information superseded by information in this registration
statement.
The following documents filed by our company with the United States Securities
and Exchange Commission (the "SEC") are incorporated herein by reference:
1. Our Annual Report on Form 10-KSB, for the year ended December 31, 2002,
filed on March 28, 2003;
2. Our Quarterly Report on Form 10-QSB, for the quarter ended March 31,
2003, filed on April 25, 2003;
3. Our Quarterly Report on Form 10-QSB, for the quarter ended June 30,
2003, filed on August 14, 2003;
4. Current Reports on Form 8-K filed with the Securities and Exchange
Commission on May 19, 2003, August 25, 2003 and August 29, 2003;
5. The description of our company's common stock contained in our
Registration Statement on Form 10-SB (file no. 000-28587), including
all amendments, filed with the Securities and Exchange Commission;
6. All other documents we filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual
Report referred to above; and
7. All reports and other documents subsequently filed by us pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of
such reports and documents.
In addition to the foregoing, all documents that we subsequently file pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment indicating that all of the
securities offered pursuant to this reoffer prospectus have been sold or
deregistering all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
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incorporated by reference in this registration statement shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that a statement contained in this reoffer prospectus or in any subsequently
filed document that is also incorporated by reference in this reoffer prospectus
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this registration statement.
WE WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A COPY OF THIS REOFFER
PROSPECTUS IS DELIVERED, UPON ORAL OR WRITTEN REQUEST, A COPY OF ANY OR ALL
DOCUMENTS INCORPORATED BY REFERENCE INTO THIS REOFFER PROSPECTUS (EXCLUDING
EXHIBITS, UNLESS THE EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO
THE INFORMATION THE REOFFER PROSPECTUS INCORPORATES). REQUESTS SHOULD BE
DIRECTED TO THE CHIEF EXECUTIVE OFFICER, COACH INDUSTRIES GROUP, INC., 9600 W.
SAMPLE ROAD, SUITE 505, CORAL SPRINGS, FLORIDA 33065. OUR TELEPHONE CONTACT
NUMBER IS (305) 531-1174.
You may read and copy any reports, statements or other information we have filed
at the SEC's Public Reference Rooms at 450 Fifth Street, N.W., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
Public Reference Rooms. Our filings are also available on the Internet at the
SEC's website at http:\\www.sec.gov, and from commercial document retrieval
services, such as Primark, whose telephone number is 1-800-777-3272.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Joseph I. Emas has rendered an opinion regarding the legality of the shares of
Common Stock registered hereunder.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 78.7502 of Nevada Revised Statutes provides as follows with respect to
indemnification of directors and officers:
NRS 78.7502 DISCRETIONARY AND MANDATORY INDEMNIFICATION OF OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS: GENERAL PROVISIONS.
A corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, except an
action by or in the right of the corporation, by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with the action, suit or proceeding if he acted in good faith and in a manner
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which he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and that, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.
A corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.
To the extent that a director, officer, employee or agent of a corporation has
been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections 1 and 2, or in defense of any claim, issue
or matter therein, the corporation shall indemnify him against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the defense.
When indemnification is discretionary, Section 78.751 of Nevada Revised Statutes
provides as follows with respect to the authorization required to carry out the
indemnification:
NRS 78.751 AUTHORIZATION REQUIRED FOR DISCRETIONARY INDEMNIFICATION; ADVANCEMENT
OF EXPENSES; LIMITATION ON INDEMNIFICATION AND ADVANCEMENT OF EXPENSES.
Any discretionary indemnification under NRS 78.7502 unless ordered by a court or
advanced pursuant to subsection 2, may be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances. The
determination must be made:
(a) By the stockholders;
(b) By the board of directors by majority vote of a quorum consisting of
directors who were not parties to the action, suit or proceeding;
(c) If a majority vote of a quorum consisting of directors who were not parties
to the action, suit or proceeding so orders, by independent legal counsel in a
written opinion; or
(d) If a quorum consisting of directors who were not parties to the action, suit
or proceeding cannot be obtained, by independent legal counsel in a written
opinion.
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The articles of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation. The provisions of this subsection do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.
3. The indemnification and advancement of expenses authorized in or ordered by a
court pursuant to this section:
(a) Does not exclude any other rights to which a person seeking indemnification
or advancement of expenses may be entitled under the articles of incorporation
or any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, for either an action in his official capacity or an action in another
capacity while holding his office, except that indemnification, unless ordered
by a court pursuant to NRS 78.7502 or for the advancement of expenses made
pursuant to subsection 2, may not be made to or on behalf of any director or
officer if a final adjudication establishes that his acts or omissions involved
intentional misconduct, fraud or a knowing violation of the law and was material
to the cause of action.
(b) Continues for a person who has ceased to be a director, officer, employee or
agent and inures to the benefit of the heirs, executors and administrators of
such a person.
Our Bylaws provide that we must indemnify any director or officer of our
corporation to the full extent permitted by applicable law as then in effect,
against liability arising out of a proceeding to which the individual was made a
party because he or she is or was a director or officer of our corporation. We
will advance expenses incurred by a director or officer who is a party to a
proceeding in advance of final disposition of the proceeding, as provided by our
Bylaws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
5 Opinion of Joseph I. Emas
10.1 Consulting Agreement dated August 29, 2003 between Coach Industries Group,
Inc. and Francis O'Donnell.
10.2 Consulting Agreement dated August 29, 2003 between Coach Industries Group,
Inc. and Andrew Costa.
10.3 Consulting Agreement dated August 29, 2003 between Coach Industries Group,
Inc. and Michael Steinberg.
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10.4 Consulting Agreement dated August 29, 2003 between Coach Industries Group,
Inc. and Thomas Heckman.
10.5 Consulting Agreement dated August 29, 2003 between Coach Industries Group,
Inc. and Dave Mullikin.
10.6 Consulting Agreement dated August 29, 2003 between Coach Industries Group,
Inc. and Sandy Lipkin.
10.7 Consulting Agreement dated August 29, 2003 between Coach Industries Group,
Inc. and David Mayer.
23.1 Consent of Joseph I. Emas (included in Exhibit 5)
23.2 Consent of Independent Auditor
ITEM 9. UNDERTAKINGS.
(a) We hereby undertake:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933, as amended;
(ii) To reflect in the prospectus any facts
or events arising after the effective date
of this Registration Statement (or the most
recent post-effective amendment hereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in this Registration
Statement. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar
value of securities offered would not exceed
that which was registered) and any deviation
from the low and high end of the estimated
maximum offering range may be reflected in
the form of prospectus filed with the
Securities and Exchange Commission pursuant
to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no
more than a 20 percent change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in
the effective registration statement; and
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in this Registration
Statement or any material change to such
information in this Registration Statement;
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PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by our company pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference in
this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, as amended each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at the time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) We hereby undertake that, for purposes of determining any liability under
the Securities Act of 1933, as amended, each filing of our annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that
is incorporated by reference in this Registration Statement shall be deemed to
be a new registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 as amended, may be permitted to directors, officers and persons
controlling our company pursuant to the foregoing provisions, or otherwise, we
have been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 as amended, and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by our
company of expenses incurred or paid by a director, officer or controlling
person of our company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, our company will, unless in the
opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question as amended, and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Coral Springs, Florida, on August 29, 2003.
COACH INDUSTRIES GROUP, INC.
Date: August 29, 2003 By: /s/ Francis O'Donnell
---------------------------------
Name: Francis O'Donnell
Title: Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears
below constitutes and appoints Francis O'Donnell his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.
By: /s/ Francis O'Donnell
-----------------------------------
Francis O'Donnell,
Chief Executive Officer and Director
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