UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
PICK-UPS PLUS, INC.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
719574 10 5
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(CUSIP Number)
Mr. John Fitzgerald
Pick-Ups Plus, Inc.
5181 Natorp Boulevard
Mason, Ohio 45040
(513) 398-4344
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 27, 2000
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(Date of Event which Requires Filing of this Statement)
If the person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and
five copies of the Schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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SCHEDULE 13D
CUSIP No.: 719574 10 5
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
Robert Horn
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF SHARES 500,000
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8 SHARED VOTING POWER
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9 SOLE DISPOSITIVE POWER
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000 shares of common stock
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.56%
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14 TYPE OF REPORTING PERSON*
IN
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, par value $0.001 per share
(the "Issuer Common Stock"), of Pick-Ups Plus, Inc., a Delaware
corporation (the "Issuer"). The address of the principal executive
offices of the Issuer is 5181 Natorp Boulevard, Mason, Ohio 45040.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Mr. Robert Horn, an individual (the
"Reporting Person"). The Reporting Person's principal occupation is
that of a corporate financial consultant for ebaseOne Corporation, a
publicly traded company whose ticker symbol is "EBAS". The Reporting
Person's business address is 3523 Timothy Lane, Richmond, Texas 77469.
The Reporting Person has not, during the last five years, been (i)
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
The Reporting Person is a citizen of the United States.
The filing of this statement on Schedule 13D shall not be construed as an
admission that the Reporting Person is, for purposes of Section 13(d) or
13(g) of the Securities Exchange Act of 1934, the beneficial owner of any
securities covered by this statement.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On October 23, 2000, the Issuer entered into a business services
contract with the Reporting Person for general corporate consulting
services which may include, but not be limited to: assistance in the
preparation and organization of corporate and financial due diligence
material, assistance in the review and evaluation of potential merger
candidates, assistance in negotiating the terms of a merger or
reorganization, assistance in evaluating and analyzing the Company's
specific industry and its competitors, assistance with corresponding
with the Company's accountants and auditors, and assistance concerning
strategic planning regarding business matters and financial forecasts
and projections. The Issuer, pursuant to the business services contract
attached as Exhibit A hereto, granted the Reporting Person a warrant to
purchase 500,000 shares of the Issuer's common stock at a purchase price
of $.15 per share. On October 30, 2000, the Reporting Person exercised
his compensation warrant to purchase 500,000 shares of the Issuer's
common stock and simultaneously forwarded payment of $75,000
representing the warrant exercise price.
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ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person does not have any other plans which relate to or
would result in any of the items listed in paragraphs (a) though (j) of
Item 4 (although the Reporting Person reserves the right to develop such
plans or proposals). From time to time the Reporting person may acquire
additional shares of common stock of the Issuer or dispose of some or
all of the shares of the Issuer's common stock that he owns.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The Reporting Person beneficially owns and has the sole power to vote
and dispose of 500,000 shares of Issuer Common Stock, representing
approximately 5.56% of the 8,986,766 shares of Issuer Common Stock
outstanding.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
On October 23, 2000, the Issuer entered into a business services
contract with the Reporting Person for general corporate consulting
services which may include, but not be limited to: assistance in the
preparation and organization of corporate and financial due diligence
material, assistance in the review and evaluation of potential merger
candidates, assistance in negotiating the terms of a merger or
reorganization, assistance in evaluating and analyzing the Company's
specific industry and its competitors, assistance with corresponding
with the Company's accountants and auditors, and assistance concerning
strategic planning regarding business matters and financial forecasts
and projections. The Issuer, pursuant to the business services contract
attached as Exhibit A hereto, granted the Reporting Person a warrant to
purchase 500,000 shares of the Issuer's common stock at a purchase price
of $.15 per share. On October 30, 2000, the Reporting Person exercised
his compensation warrant to purchase 500,000 shares of the Issuer's
common stock and simultaneously forwarded payment of $75,000
representing the warrant exercise price.
There are no other contracts, arrangements, understandings or
relationships among the Persons named in Item 2 and between such persons
and any other person with respect to any securities of the Issuer,
including, but not limited to, the transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option agreements,
puts or calls, guarantees of profits, division of profits or loss, or
the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Business services contract between the Issuer and the
Reporting Person, dated October 23, 2000.
Signature
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
November 3, 2000 /s/ Robert Horn
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Name: Robert Horn
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EXHIBIT A
This consulting services agreement ("Consulting Agreement") is made
as of this 23th day of October, 2000, by and between Robert Horn ("Horn"),
22410 Crescent Cove Court, Katy, Texas 77494, and PICK-UPS PLUS, INC., 5181
Natorp Boulevard, Mason, Ohio, 45040, (referred to herein as the "Company"),
with Horn and Company collectively sometimes herein referred to as the
"Parties". The Parties hereto, for ten (10) dollars and other good and
valuable consideration the receipt and sufficiency of which is hereby
acknowledged, hereby agree as follows:
WHEREAS, the Company (a Delaware corporation) is a fully reporting
company whose securities are traded on the Over-the-Counter Bulletin
Board under the ticker symbol "PUPS"; and
WHEREAS, Horn is in the business of consulting with private and
public companies regarding issues of business development, management
reorganization, financial forecasts and projections, and merger and
acquisition strategies; and
WHEREAS, the Company wishes to retain Horn as a non-exclusive
corporate consultant; and
IT IS, THEREFORE agreed that:
1. Services. The Company shall retain Horn to provide general corporate
consulting services which may include, but not be limited to: assistance in
the preparation and organization of corporate and financial due diligence
material, assistance in the review and evaluation of potential merger
candidates, assistance in negotiating the terms of a merger or reorganization,
assistance in evaluating and analyzing the Company's specific industry and
its competitors, assistance with corresponding with the Company's accountants
and auditors, and assistance concerning strategic planning regarding business
matters and financial forecasts and projections. Horn shall agree to make
available qualified personnel for the foregoing purposes and devote such
business time and attention thereto as it shall determine is required.
The Company understands that any and all suggestions, opinions or
advice given to the Company by Horn are advisory only and the ultimate
responsibility, liability and decision regarding any action(s) taken or
decisions made lies solely with the Company and not with Horn.
2. Term. The term of this Consulting Agreement shall be for a period of one
year from the date hereof (the "Term").
3. Compensation. As compensation for entering into this Consulting Agreement
and for services rendered over the Term, Horn shall be granted a warrant (the
"Warrant") to purchase 500,000 shares of the Company's common stock, par value
$.001 per share, at a purchase price of $.15 per share. The Warrant may be
exercised in whole or in part, for a period of ten years from the date of
signing the Warrant which shall be in the exact form as attached hereto. The
Warrant, pursuant to the consent of the Company's Board of Directors, shall be
granted in the name of Robert Horn. The Company hereby agrees to register the
shares of common stock underlying the above referenced Warrant on a Form S-8
registration statement.
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4. Arbitration. The parties hereby agree that any and all claims (except
only for requests for injunctive or other equitable relief) whether existing
now, in the past or in the future as to which the parties or any affiliates
may be adverse parties, and whether arising out of this Consulting Agreement
or from any other cause, will be resolved by arbitration before the American
Arbitration Association within the State of Ohio. The parties hereby
irrevocably consent to the jurisdiction of the American Arbitration
Association and the situs of the arbitration (and of any action for injunctive
or other equitable relief) within the State of Ohio. Any award in arbitration
may be entered in any domestic or foreign court having jurisdiction over the
enforcement of such awards. The law applicable to the arbitration and this
Consulting Agreement shall be that of the State of Ohio, determined without
regard to its provisions which would otherwise apply to a question of conflict
of laws.
5. Miscellaneous.
5.1 Assignment. This Agreement is not transferable or assignable.
5.2 Execution and Delivery of Agreement. Each of the parties shall
be entitled to rely on delivery by fax transmission of an executed copy of
this agreement by the other party, and acceptance of such fax copies shall
create a valid and binding agreement between the parties.
5.3 Titles. The titles of the sections and subsections of this
agreement are for the convenience of reference only and are not to be
considered in construing this agreement.
5.4 Severability. The invalidity or unenforceability of any particular
provision of this agreement shall not affect or limit the validity or
enforceability of the remaining provisions of this agreement.
5.5 Entire Agreement. This agreement constitutes the entire agreement
and understanding between the parties with respect to the subject
matters herein and supersedes and replaces any prior agreements and
understandings, whether oral or written, between them with respect to such
matters.
5.6 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above mentioned.
PICK-UPS PLUS, INC.
By: /s/ John Fitzgerald
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John Fitzgerald, CEO
AGREED AND ACCEPTED
By: /s/ Robert Horn
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Robert Horn
22410 Crescent Cove Court
Katy, Texas 77494
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