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) August 26, 2002(August 19,2002)
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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 MATTERS
The Company announced today the following:
1. The Board approved a change in the Company's strategic direction, because of
continued cash flow challenges in its operating divisions, its depressed stock
price and difficulties raising capital faced by all companies and specifically
the high technology industry. In principal the Company would begin to seek a
merger opportunity with another company with more financial resources than the
Company currently has available. As a result of this merger, it is likely that
the Company will sell substantially all of the current operating components of
the Company. The Company intends to maintain those subsidiaries and business
units, which operated with a positive gross margin and would be more marketable
as an ongoing operation. Until such time as a merger is consummated, the Company
intends to continue; 1) certain operating units, 2) trading under the ticker
symbol "SRHN", and 3) to meet its filing requirements on a timely basis as
required by the SEC. The Company believes that it has sufficient cash flows
from operations to sustain its intended level operations for the upcoming 12
months.
2. The Board terminated the employment contract of Dave L. Mullikin. Under the
settlement Mr. Mullikin's salary ceased accruing on August 15, 2002 and the
severance provision was forgiven. It was replaced with a consulting agreement
between the Company and Mr. Mullikin whereby Mullikin will continue in the
position as acting chief executive officer of the Company. The agreement calls
for Mr. Mullikin to 1) contract outsourced services to maintain selected ongoing
operations of the Company, 2) attempt to sell the assets of the Company and 3)
focus on a merger opportunity for SearchHound.
The terms of the Consulting agreement include the following provisions:
- Mr. Mullikin agreed to remain on the Board
- Mr. Mullikin will receive monthly compensation of $1.00 and health benefits
4. Art Fillmore II resigned from the Board effective August 19, 2002.
5. John Flanders, Jr. resigned from the Board on August 19, 2002.
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: August 26, 2002 By:/s/ Dave L. Mullikin
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Dave L. Mullikin, acting-CEO
EXHIBIT INDEX
Exhibit No. Description of Exhibit
99.1 Consulting agreement with Mr. Mullikin
EXHIBIT 99.1
CONSULTING AGREEMENT
This Consulting Agreement (identified as the "Agreement") is entered into as of
the 15th day of August 2002 and the terms and conditions outlined herein will
commence on August 15, 2002 ("Effective Date"), by and between SearchHound.com,
Inc., a Nevada corporation ("Employer" or the "Company") and Dave L. Mullikin.
("Consultant") (both of whom are sometimes hereinafter referred to collectively
as the "Parties" and each individually as a "Party").
RECITALS
Employer is in the business of operating a publicly held Internet technologies
company with multiple subsidiary operations and requires a Chief Executive
Officer to seek a merger partner for the company, maintain SEC requirements,
ensure that the company continues to actively trade over the OTCBB market,
contract outside contractors to maintain limited operations, and dispose of non-
performing assets. The Employer believes that the Consultant's services will be
critical to the completion of these initiatives. Accordingly, the Employer
wishes to retain Consultant as its acting Chief Executive Officer through
completion of the above noted activities.
Both Consultant and Employer desire to embody the terms and conditions of
Consultant's consulting in a written agreement, which will supersede all prior
agreements of consulting, whether written or oral.
Now, therefore, in consideration of the mutual covenants, duties, obligations
and conditions contained herein, the parties agree as follows:
DUTIES OF CONSULTANT
Consultant agrees to devote a limited effort to the business specifically as
outlined herein, to use reasonable efforts to assist the Employer in its pursuit
of the outlined business goals. The Consultant agrees to continue on the Board
of Directors.
TERM OF CONSULTANCY
Employer hereby employs Consultant and Consultant hereby accepts consulting with
Employer for a period ending November 15, 2002. Upon the expiration of the Term,
Employer and Consultant will have the option to extend and amend this agreement
only if both parties mutually agree.
COMPENSATION AND OTHER BENEFITS
As compensation for services rendered pursuant to this Agreement, Employer shall
pay to Consultant the sum of $1.00 per month. Employer will provide health
insurance benefits and reimburse reasonable business expenses. The Consultant
will receive no additional compensation for being a member of the Board of
Directors.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
signed below.
Agreed and Accepted this fifteenth day of August 2002.
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Dave L. Mullikin, Consultant
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Dave L. Mullikin, President and CEO
SearchHound.com, Inc.