SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e) (2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to section 240.14a-12
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):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction
applies:
........................................................
2) Aggregate number of securities to which transaction
applies:
........................................................
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.):
........................................................
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:
SEARCHHOUND.COM, INC. (SRHN)
Annual Meeting
200 Main Street, 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 3777
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF
SEARCHHOUND.COM, INC.:
The 2002 Annual Meeting (the "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, for the following purposes:
1. To approve management's proposed slate of directors to hold office until
the next Annual Meeting of Shareholders, or until their respective
successors have been elected or appointed;
2. To ratify 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;
3. To approve an amendment to 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, Inc."
5. To transact such other business as may properly come before the Meeting
and at any adjournments or postponements of the Meeting (collectively,
the "Management's Proposals").
The Board of Directors set April 2, 2002, as the record date for the Meeting.
This means that owners of the Company's common stock 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 the
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.
By Order of the Board of Directors
BRADLEY N. COHEN
Secretary
Kansas City, Missouri
April 5, 2002
SEARCHHOUND.COM, INC.
200 Main Street, Suite 305
Kansas City, Missouri 64105
(816) 960 3777
April 5, 2002
PROXY STATEMENT
FOR THE 2002 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 30, 2002
The Board of Directors of SearchHound.com, Inc., a Nevada corporation (the
"Company"), furnishes you with this Proxy Statement to solicit proxies on its
behalf to be voted at the 2002 Annual Meeting of Shareholders of the Company.
The Meeting 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, subject
to adjournment or postponement thereof (the "Meeting"). The proxies also may be
voted at any adjournments or postponements of the Meeting. This Proxy Statement
and the accompanying form of proxy are first being mailed to the shareholders of
the Company on or about April 8, 2002.
Voting and Revocability of Proxies
All properly executed written proxies delivered pursuant 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 of 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 of 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 power to
revoke it at any time prior to its exercise by voting in person at the Meeting,
by giving written notice to the Company's Secretary bearing a later date than
the proxy or by giving a later dated proxy. Any written notice revoking a 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 determining the number of shares entitled 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 proxy 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 Directors of the Company has unanimously approved all four
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 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.
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, some brokers and 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
like 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 separate
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 16
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
respect to other matters properly brought before the Meeting.
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 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:
- filing with the President 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;
- duly executing a subsequent proxy relating to the same shares of common
stock and delivering it to the President of the Company; or
- 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,
SearchHound.com, Inc., 200 Main Street, Suite 305, Kansas City, Missouri 64105.
COST OF PROXY SOLICITATION
The Company will pay the expenses of the preparation of the proxy materials and
the solicitation by 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
will pay ADP a fee of approximately $600 plus expenses and will reimburse
brokers for costs they incur in mailing proxy materials.
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
DIRECTORS AND MANAGEMENT
The following table sets forth the beneficial ownership of the Company's voting
securities (the "Common Stock"), as of April 2, 2002 by each person and group
known to the Company to be the beneficial owner of more than 5% of its 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 officers of the Company, and
(ii) total shares beneficially owned by 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's
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 upon 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).
(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, a person is deemed the beneficial owner of those securities
not outstanding which are subject to option, warrants, rights or conversion
privileges if that person has the right to acquire beneficial ownership within
sixty days.
(2) Brad N. Cohen is a 50% beneficial owner of Cohen Capital Technologies.
EXECUTIVE OFFICERS
Each executive officer listed in the foregoing table is appointed by the Board
of Directors annually and will serve until reappointed or until his or her
successor is appointed and qualified. The following information relating to the
Company's executive officers is with respect to their ages, principal
occupations and positions during 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 by the Board on July 12, 2000 and he
became the President and 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 appointed 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. 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
understanding of the Internet start-up marketplace. In 1998, Cohen co-founded
Cohen Capital Technologies (CCT) 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 based on the only known Instantaneously Trained
Neural Network Algorithm. This company also developed 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), one of 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. 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, 100,000 shares of Common Stock to Brad Cohen and 100,000 shares of
Common Stock to Dave Mullikin.
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, the
information and tables otherwise required by this Item which relate to such
forms of compensation has been omitted.
ELECTION OF DIRECTORS
(Item 1)
Unless otherwise instructed, the proxy holders will vote the proxies received by
them for the Board of Directors' nominees named below. In the event that any
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,
the proxy holders intend to vote all proxies received by them in such a manner
as will assure the election of as many of the nominees listed below as possible,
and in such event the specific nominees to be voted 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 the persons named in
the enclosed proxy to vote the proxies for the election 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 and
Chief Executive Officer of SearchHound.com 2000, Ltd. effective April 27, 2000.
Mr. Mullikin's contract was adopted by the Board on July 12, 2000 and he became
the President and Chief Executive Officer of SearchHound.com, Inc. and a member
of the Board of Directors 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 appointed 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
formerly President and Chief Executive Officer of 24x7. Prior 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 founder and Chief
Executive Officer of a leading, nationwide developer network, CyberJunction.com
Online, Inc. Prior to launching CyberJunction, he served as Vice President
Sales and Marketing at eMergingMedia, Inc., a San Francisco based interactive
agency. He also served in a management capacity at NETCOM Online Communications
Services and THOR24. Before joining the technology industry, he was President
and Chief Operating Officer of Flanders, Brunetti and Flanders Investment
Management, Inc. Mr. Flanders currently serves on the Boards of Directors of
WiseCapital.com, Inc. and StoreChoice.com, Inc., a convenience shopping portal.
Arthur Fillmore
Mr. Fillmore, after receiving his B.A. in Political Science with Honors, 1968,
and his J.D. in 1975, from University of Missouri in Columbia, was admitted to
practice law in the state of Missouri, the United States District Court for the
Western District of Missouri, and United States Tax Court. Mr. Fillmore has
practiced at such prestigious firms 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.
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"
PROPOSAL NO. 1.
RATIFICATION OF SELECTION 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. as the independent auditors for the
Company for the year ending December 31, 2002. A representative of Clevenger &
Haywood CPA, P.C. is expected to be present at the Annual Meeting. Such
representative will have the opportunity to make a statement 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.
The affirmative vote of the holders of a majority of the shares of Common Stock
present or represented by Proxy at the Annual Meeting is necessary for the
approval of the selection of independent auditors. The Board of Directors
recommends that the stockholders vote for the following resolution which will be
presented at the Annual Meeting:
"RESOLVED, that the selection by the Board of Directors of Clevenger and Haywood
CPA, P.C. as the Company's independent auditors 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 Articles of Incorporation, as amended, to increase the number of
authorized shares of common stock from 50,000,000 shares to 80,000,000 shares.
Pursuant to this proposal, the first sentence of Article Three of the Company's
Articles of Incorporation, as amended, is amended in its entirety to read as
follows:
The aggregate number of shares of all classes of stock which 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 necessary 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 control of the Company.
Unless deemed advisable by 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 stock in excess of the amount currently authorized.
However, the Board of Directors believes that an increase in the number of
authorized shares would provide the Company with the ability to issue such
additional new shares of common stock should the opportunity be presented in the
future.
Each additional share of common stock authorized by the amendment to Article
Three of the Articles of Incorporation, as amended, described 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 respect 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 STOCK
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, there were 30,619,826 shares of the Company's common stock
outstanding and approximately nine hundred forty-one holders of record of the
Company's common stock.
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.
SHAREHOLDER PROPOSALS FOR THE 2003 ANNUAL MEETING
Under SEC rules, shareholders intending to present a proposal at the 2003 Annual
Meeting 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, Suite 305, Kansas City, Missouri 64105.
We must receive the proposal no later than December 4, 2002.
Shareholders intending to present a proposal at the 2003 Annual Meeting, 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 no later than
December 4, 2002. If the notice is after December 4, 2002, it will be
considered untimely and we will not be required to present it at the 2003 Annual
Meeting. 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
President and Chief Executive Officer
Kansas City, Missouri
April 4, 2002