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As filed with the Securities and Exchange Commission on December 21, 2000.
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SEARCHHOUND.COM, INC.
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(Exact name of registrant as specified in its charter)
Nevada 91-1942841
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(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
BOARD OF DIRECTORS COMPENSATION PLAN
AND
VARIOUS EMPLOYMENT AND CONSULTANT AGREEMENTS
(Full title of plans)
Dave Mullikin, President
SearchHound.com, Inc.
1700 Wyandotte
Kansas City, MO 64108
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(Name and address for agent of service)
(816) 960-3777
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(Telephone number, including area
code, for agent of service)
CALCULATION OF REGISTRATION FEE
-------------------------
<TABLE>
<CAPTION>
Title of Proposed Proposed Amount
Securities Amount maximum maximum of
to be to be offering price aggregate registration
registered registered(1) per share(2) offering price fee
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<S> <C> <C> <C> <C>
Common Stock, 1,500,000 $0.16 $154,447.84 $40.77
par value $0.001
per share
---------------------------------------------------------------------------------------------
</TABLE>
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(1) Includes such additional indeterminate number of shares as may be issuable
pursuant to applicable antidilution provisions.
(2) Calculated in accordance with the provisions of Rule 457(c) using the
average of the bid and asked prices reported by the National Quotation Bureau
for over-the-counter trading for December 20, 2000.
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PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed.
Item 2. Registrant Information and Employee Plan Information.
Not required to be filed.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which previously have been filed by
SearchHound.com, Inc. (the "Corporation") with the Securities and Exchange
Commission ("Commission"), are incorporated herein by reference and made a part
hereof:
(a) The Corporation's Annual Report on Form 10-KSB on March
15, 2000 for the fiscal year ended December 31, 1999.
(b) The Corporation's Quarterly Report on 10-QSB was filed
November 15, 2000.
(c) The Corporation's Current Report on Form 8-K, as amended
and updated, was filed on September 27, 2000.
(d) The Corporation's Quarterly Report on Form 10-QSB was
filed on August 14, 2000.
(e) The Corporation's Quarterly Report on Form 10-QSB was
filed on May 16, 2000.
(f) The description of the Corporation's Class A Common Voting
Equity Stock ("Common Stock") on Form 8-A filed on
February 3, 1994, as amended and updated.
All reports and other documents filed by the Corporation pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended ("Exchange Act"), subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment hereto which
indicates that all securities offered hereunder have been sold
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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 filing
of such documents.
For purposes of this Registration Statement, any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded to the extent that a
statement contained herein or in any other subsequently filed comment which also
is or is deemed to be incorporated herein by reference modifies or supersedes
such statement in such document. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
The class of securities to be offered is registered under Section
12 of the Exchange Act. Therefore, a description of the Common Stock required by
Item 202 of Regulation S-K is not required.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Section 78.751 of the Nevada Revised Statutes provides that a
corporation may indemnify any person made a party or threatened to be made a
party to any type of proceeding (other than certain actions by or in right of
the corporation) because he or she is or was a director, officer, employee or
agent of the corporation or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, against expenses,
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with such proceeding if such person acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation; or in a criminal proceeding, if he or she had no
reasonable cause to believe his or her conduct was unlawful. Expenses incurred
by an officer or director (or other employee or agents as deemed appropriate by
the board of directors) in defending civil or criminal proceedings may be paid
by the corporation in advance of the final disposition of such proceeding upon
receipt of an undertaking by or on behalf of such person to repay such amount if
it is ultimately determined that such person is not entitled to be indemnified
by the corporation. To indemnify a party, the corporation must determine that
the party met the applicable standards of conduct.
The Company's articles and bylaws permit indemnification of all
officers, directors, employees and agents in this manner. The articles also
provide that the expenses of officers and directors incurred in defending a
civil or criminal action, suit or proceeding may 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.
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Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
4.1 Articles of Incorporation of PAN
International Gaming, Inc. Reference made to
Exhibit 4.1 of the Company's April 26, 2000
S-8 which Exhibit is incorporated herein by
reference. Certificate of Amendment to the
Articles of Incorporation, dated as of June
1, 2000 changing PAN International Gaming,
Inc.'s name to SearchHound.com, Inc.
Reference is made to Exhibit 3.1 of the
Company's August 4, 2000 8-K which Exhibit
is incorporated herein by reference.
4.2 Bylaws of SearchHound.com, Inc. f/k/a PAN
International Gaming, Inc. Reference is made
to Exhibit 4.2 of the Company's April 26,
2000 S-8 which Exhibit is incorporated
herein by reference.
5.1 Opinion of Bryan Cave LLP as to the validity
of the original issuance of the securities
being registered.*
23.1 Consent of William L. Butcher. *
23.2 Consent of Bryan Cave LLP (included in
Exhibit 5.1 hereto).
24 Power of Attorney (included on signature
page).
99.1 SearchHound.com, Inc. Board of
Directors Statement of Unanimous Consent
authorizing the issuance of 200,000 shares
of Common stock to the Board members
pursuant to the SearchHound.com, Board of
Director Compensation Package and 534,701
shares of Common Stock to employees and
consultants in lieu of compensation for
services rendered to the SearchHound.com,
Inc.*
99.2 SearchHound.com, Inc. Board of Director
Compensation Package.*
99.3 SearchHound.com, Inc. Board of Directors
Statement of Unanimous Consent authorizing
the registration of 1,500,000 shares of
Common Stock with the Securities and
Exchange Commission.*
99.4 Employment Agreement, dated April 27, 2000
between the Company and Dave Mullikin,
under which 100,000 shares can be issued
for services rendered. Reference is made to
Exhibit 99.3 of the Company's August 4,
2000 10-QSB which Exhibit is incorporated
herein by reference.
99.5 Employment Agreement dated September 1,
2000 between the Company and Brad Cohen,
under which 100,000 shares can be issued
for services rendered.*
*Filed Herewith
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Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(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;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement;
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 the registrant pursuant to
Section 13 or Section 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, 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 that 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) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, 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 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed
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in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant 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, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8 and has caused this Registration
Statement to be signed on its behalf of the undersigned, thereunto duly
authorized, in the City of Kansas City, State of Missouri, on this 20th day of
December, 2000.
SEARCHHOUND.COM, INC.
By /s/ Dave Mullikin
-------------------------------------
Dave Mullikin
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the individuals whose
signatures appear below constitute and appoint Dave Mullikin, as their 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, and each of them, 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 might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
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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 dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Dave Mullikin President, Chief Executive Officer December 14, 2000
------------------- and Director
Dave Mullikin
/s/ Brad Cohen Executive Vice President, Secretary, December 14, 2000
------------------- Treasurer and Director
Brad Cohen
/s/ John Flanders Director December 14, 2000
-------------------
John Flanders
/s/ Art Fillmore Director December 14, 2000
-------------------
Art Fillmore
</TABLE>
