UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 6, 2002 (May 31, 2002)
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SearchHound.com, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 0-19471 91-1942841
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
200 Main Street, Suite 305, Kansas City, Missouri 64105
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (816) 960-3777
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Not applicable
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(Former name or former address, if changed since last report)
Item 5. OTHER EVENTS
On May 31, 2002 the Company entered into an asset sale agreement which sold
certain assets related directly with two of the Company's subsidiary operations
(Mesia.com and SpeakGlobally.com) to Bradley N. Cohen. Mr. Cohen is an officer
and director of SearchHound.com, Inc. The net book value of the net assets sold
to Mr. Cohen approximated $52,750 as of the date of sale. Pursuant to the
asset sale agreement the Company agreed to transfer such assets to Mr. Cohen in
settlement of the following:
1)an employment agreement with Mr. Cohen dated September 1, 2000, 2) all accrued
but unpaid compensation owed to Mr. Cohen which approximated $100,000 as of the
date of sale, and 3) a promissory note payable to Cohen Capital Technologies,
LLC. in the amount of $285,000 as of the date of sale.
In addition, SearchHound.com, Inc., agreed to pay Mr. Cohen $7,500 in cash, in
exchange for, and in sole consideration and settlement of any other liabilities
of SearcHound.com, Inc. to Mr. Cohen that may exist as of May 31, 2002,
including, but not exclusively, the liabilities that accrue pursuant to a
Promissory Note to Mr. Cohen with a principle amount of $147,030.41, dated March
20, 2002, and any liability that may exist pursuant to the Employment Agreement
between SearchHound.com, Inc. and Mr. Cohen dated September 1, 2000.
Concurrent with the asset sale agreement with Mr. Cohen, Mr. Cohen tendered his
resignation from SearchHound.com, Inc. and as a member of the Board of
Directors.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SearchHound.com, Inc.
Date: June 6, 2002 By:/s/ David Mullikin
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David Mullikin, President & CEO
EXHIBIT INDEX
Exhibit No. Description of Exhibit
99.1 Asset Purchase Agreement by and between SearchHound.com,
Inc. and Bradley N. Cohen.
99.2 Payment and Release Agreement by and between
SearchHound.com, Inc. and Bradley N. Cohen.
99.3 Employment Agreement (previously provided to the
Commission)
Exhibit 99.1
ASSET PURCHASE AGREEMENT
between
SearchHound.com, Inc.
and
Cohen Capital Technologies, LLC.
May 29, 2002
This Agreement is entered into on May 29, 2002 by and between
SearchHound.com, Inc., a Nevada corporation (the "Target") and, Cohen
Capital Technologies, LLC, a Missouri limited liability company (the
"Buyer"). The Buyer and the Target are referred to collectively herein
as the "Parties."
The Buyer desires to purchase from Target the Acquired Assets, as
defined herein.
Now, therefore, in consideration of the premises and the mutual promises
herein made, and in consideration of the representations, warranties,
and covenants herein contained, the Parties agree as follows.
1. Basic Transaction.
(a) Purchase and Sale of Assets. On and subject to the terms and
conditions of this Agreement, the Buyer hereby sells, transfers,
conveys, and delivers to the Buyer, all of the Acquired Assets for the
consideration specified below in Paragraph 1(c). For purposes of this
Agreement, the term Acquired Assets shall be the assets described and
listed in Exhibit A.
(b) Assumption of Liabilities. No liabilities shall be assumed by Buyer.
(c) Purchase Price. The Purchase Price shall equal the outstanding
balance owed by Target to Buyer pursuant to a certain Promissory Note
dated July 11, 2000 with a principle balance of Two Hundred Eighty-Five
Thousand Dollars ($285,000.00), a copy of which is attached hereto as
Exhibit C, that was assigned to Buyer by Cohen Capital Technologies, LLC
(the "Note").
The Parties hereto acknowledge that, per an independent valuation, the
value of the Acquired Assets is equal to Twenty Thousand Dollars
($20,000.00). As a result, the difference in the value of the Acquired
Assets and the amounts owed pursuant to the Note shall be deemed
forgiven. Buyer hereby releases Target from any and all liability that
Target may have to it related to the Note.
(d) Allocation. The Parties agree to allocate the Purchase Price among
the Acquired Assets for all purposes (including financial accounting and
tax purposes) in accordance with the allocation schedule attached hereto
as Exhibit A.
2. Representations and Warranties of the Target. The Target represents
and warrants to the Buyer that the statements contained in this
Paragraph 2 are correct and complete as of the date of this Agreement.
(a) Organization of the Target. The Target is a corporation, duly
organized, validly existing, and in good standing under the laws of the
jurisdiction of its incorporation.
(b) Authorization of Transaction. The Target has full power and
authority to execute and deliver this Agreement and to perform its
obligations hereunder.
(c) Noncontravention. Neither the execution and the delivery of this
Agreement, nor the consummation of the transactions contemplated hereby,
will violate any constitution, statute, regulation, rule, injunction,
judgment, order, decree, ruling, charge, or other restriction of any
government, governmental agency, or court to which the Target is subject
or any provision of its charter or Bylaws. The Target does not need to
give any notice to, make any filing with, or obtain any authorization,
consent, or approval of any government or governmental agency in order
for the Parties to consummate the transactions described in this
Agreement.
(d) Brokers' Fees. The Target has no liability or obligation to pay any
fees or commissions to any broker, finder, or agent with respect to the
transactions contemplated by this Agreement for which the Buyer could
become liable or obligated.
(e) Title to Tangible Assets. The Target has good and marketable title
to the Acquired Assets.
(f) Legal Compliance. To the Knowledge of the Target, the Target has
complied with all applicable laws (including rules, regulations, codes,
plans, injunctions, judgments, orders, decrees, rulings, and charges
thereunder) of federal, state, local, and foreign governments (and all
agencies thereof), except where the failure to comply would not have a
material adverse effect upon the financial condition of the Target.
3. Representations and Warranties of the Buyer. The Buyer represents
and warrants to the Target that the statements contained in this
Paragraph 3 are correct and complete as of the date of this Agreement
and will be correct and complete.
(a) Organization of the Buyer. The Buyer is a limited liability company,
duly organized, validly existing, and in good standing under the laws of
the jurisdiction of its organization.
(b) Authorization of Transaction. The Buyer has full power and authority
to execute and deliver this Agreement and to perform its obligations
hereunder.
(c) Noncontravention. Neither the execution and the delivery of this
Agreement, nor the consummation of the transactions contemplated hereby,
will violate any constitution, statute, regulation, rule, injunction,
judgment, order, decree, ruling, charge, or other restriction of any
government, governmental agency, or court to which the Buyer is subject
or any provision of its charter or Operating Agreement. The Buyer does
not need to give any notice to, make any filing with, or obtain any
authorization, consent, or approval of any government or governmental
agency in order for the Parties to consummate the transactions described
by this Agreement.
(d) Brokers' Fees. The Buyer has no liability or obligation to pay any
fees or commissions to any broker, finder, or agent with respect to the
transactions contemplated by this Agreement for which the Target could
become liable or obligated.
4. Miscellaneous.
(a) No Third-Party Beneficiaries. This Agreement shall not confer any
rights or remedies upon any Person other than the Parties and their
respective successors.
(b) Entire Agreement. This Agreement (including the documents referred
to herein) constitutes the entire agreement between the Parties and
supersedes any prior understandings, agreements, or representations by
or between the Parties, written or oral, to the extent they related in
any way to the subject matter hereof.
(c) Succession and Assignment. This Agreement shall be binding upon and
inure to the benefit of the Parties named herein and their respective
successors.
(d) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.
(e) Headings. The section headings contained in this Agreement are
inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement.
(f) Governing Law. This Agreement shall be governed by and construed in
accordance with the domestic laws of the State of Missouri without
giving effect to any choice or conflict of law provision or rule
(whether of the State of Missouri or any other jurisdiction) that would
cause the application of the laws of any jurisdiction other than the
State of Missouri.
(g) Severability. Any term or provision of this Agreement that is
invalid or unenforceable in any situation in any jurisdiction shall not
affect the validity or enforceability of the remaining terms and
provisions hereof or the validity or enforceability of the offending
term or provision in any other situation or in any other jurisdiction.
(h) Expenses. The Buyer and the Target will bear its own costs and
expenses (including legal fees and expenses) incurred in connection with
this Agreement and the transactions contemplated hereby.
(l) Incorporation of Exhibits. The Exhibits identified in this Agreement
are incorporated herein by reference and made a part hereof.
*****
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date
first above written.
"BUYER"
Cohen Capital Technologies, LLC
By: _______________________
Roger L. Cohen, Member
"TARGET"
SearchHound.com, Inc.
By: ___________________________
Dave L. Mullikin, President and CEO
EXHIBIT A
Acquired Assets and Price Allocation
The term "Acquired Assets", as used in the foregoing Agreement, shall include
the following:
a. Media Data Division
b. Mesia Division
c. SpeakGlobally Division
d. Equipment
a. Servers
i. Generic Mail Servers 1 U 11 units
ii. IBM Tower and Mail Servers 3 units
iii. Dell Tower 3 units
iv. Load Balancers 2 units
v. Switch and Router 2 Units
vi. UPS Power Supply 1 Unit
vii. Office Computers 2 Units
viii. Desks 4 units
ix. Chairs 2 units
The Acquired Assets shall include all of the assets in the Divisions named
above, whether tangible or intangible, including all employees, websites,
software, contracts with customers, contracts with independent contractors, all
other contracts, data lists, accounts receivable, customer deposits, and
customer lists.
EXHIBIT B
(insert Promissory Note)
Exhibit 99.2
Payment and Release
SEARCHHOUND.COM, INC. , a Nevada corporation ("Debtor"), hereby transfers and
conveys $7,500, to BRAD COHEN ("Creditor"), a Missouri resident, in exchange
for, and in sole consideration and settlement of any liabilities of Debtor to
Creditor that exist as of the date hereof, specifically, but not exclusively,
the liabilities that accrue pursuant to a certain Promissory Note with a
principle amount of $147,030.41, dated March 20, 2002, and any liability that
may exist pursuant to the Employment Agreement between Debtor and Creditor dated
September 1, 2000.
"CREDITOR"
Brad Cohen
By: _______________________
Brad Cohen
"DEBTOR"
SearchHound.com, Inc.
By: _______________________
Dave L. Mullikin, President and CEO