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Registration No. 33-97687
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST -EFFECTIVE AMENDMENT NO. 1 TO FORM SB-2
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
SearchHelp, Inc.
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(Name of Small Business Issuer in Its Charter)
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Delaware 7380 11-3621755
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(State of Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
1055 Stewart Avenue, Bethpage, NY 11714
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(Address and Telephone Number of Principal Executive Offices)
1055 Stewart Avenue, Bethpage, NY 11714
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(Address of Principal Place of Business)
William Bozsnyak, Chief Executive Officer
SearchHelp, Inc.
1055 Stewart Avenue, Bethpage, NY 11714
(516) 922-4765
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(Name, Address and Telephone Number of Agent for Service)
Copies to:
Stephen Rosenberg, Esq.
Ralph A. Siciliano, Esq.
Tannenbaum Helpern Syracuse & Hirschtritt LLP
900 Third Avenue, 13th Floor
New York, NY 10022
Phone: (212) 508-6700
Facsimile: (212) 371-1084
Placement Agent's Attorney
James Schneider, Esq.
Adorno & Yoss, P.A.
350 Las Olas Boulevard, Suite 1700
Ft. Lauderdale, FL 33301
Phone: (954) 763-1200
Facsimile: (954) 766-7800
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering.
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If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
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If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, checking the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box.
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Amount Of
Title Of Each Class Of Dollar Amount Proposed Maximum Aggregate Registration
Securities To Be Registered (1) To Be Registered Offering Price Per Unit Offering Price Fee(3)
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Units $4,000,000 $.50 per Unit $4,000,000 --
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Common Stock,
$.0001 par value $3,840,000 $.48 per Share $3,840,000 $368(3)
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Common Stock class A redeemable
warrants (2) $80,000 $.01 per Warrant $80,000 --
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Common Stock,
$.0001 par value, Issuable on
Exercise of class A redeemable $6,000,000 $.75 per Share $6,000,000 $552(3)
warrants
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Common Stock class B redeemable
warrants (2) $80,000 $.01 per Warrant $80,000 --
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Common Stock,
$.0001 par value, Issuable on
Exercise of class B redeemable $14,000,000 $1.75 per Share $14,000,000 $1,288(3)
warrants
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(1) This registration statement also covers an indeterminate number of shares
of SearchHelp, Inc.'s common stock, par value $.0001 per share, that may be
issuable by reason of stock splits, stock dividends or other adjustment
provisions of the respective warrants in accordance with Rule 416 under the
Securities Act of 1933, as amended.
(2) Included in units for the purpose of calculating the registration fee.
(3) These fees have previously been paid.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
[LOGO OMITTED]
Supplement Number One to Prospectus
SEARCHHELP, INC.
8,000,000 UNITS
This supplement to our prospectus has been prepared to extend the
termination date of the offering of the units from April 30, 2003 to June 30,
2003. This supplement should be read in conjunction with our prospectus, and
particularly the risk factors described in the prospectus, in order to have a
full understanding of our company.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or passed upon the
adequacy or accuracy of the prospectus or this supplement. Any representation to
the contrary is a criminal offense.
The date of this supplement is April __, 2003.
PROSPECTUS SUMMARY
The last paragraph of the section entitled "The Offering and Description of
Securities" shall be replaced in its entirety with the following paragraph:
We are offering our units on a "best efforts" basis with no required
minimum amount to be raised. Even if not all, or very few, of the 8,000,000
units are sold we will not refund any payments for the units. The offering of
the units will terminate on June 30, 2003 if not earlier terminated by
SearchHelp. The offering may be extended at the determination of the placement
agent and the company for up to an additional 4 months.
PART II. INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 24: INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our Certificate of Incorporation (the "Certificate") provides that, except
to the extent prohibited by the Delaware General Corporation Law, as amended
(the "DGCL"), the Registrant's directors shall not be personally liable to the
Registrant or its stockholders for monetary damages for any breach of fiduciary
duty as directors of the Registrant. Under the DGCL, the directors have a
fiduciary duty to the Registrant which is not eliminated by this provision of
the Certificate and, in appropriate circumstances, equitable remedies such as
injunctive or other forms of nonmonetary relief will remain available. In
addition, each director will continue to be subject to liability under the DGCL
for breach of the director's duty of loyalty to the Registrant, for acts or
omissions which are found by a court of competent jurisdiction to be not in good
faith or involving intentional misconduct, for knowing violations of law, for
actions leading to improper personal benefit to the director, and for payment of
dividends or approval of stock repurchases or redemptions that are prohibited by
the DGCL. This provision also does not affect the directors' responsibilities
under any other laws, such as the Federal securities laws or state or Federal
environmental laws. The Registrant has applied for liability insurance for its
officers and directors.
Section 145 of the DGCL empowers a corporation to indemnify its directors
and officers and to purchase insurance with respect to liability arising out of
their capacity or status as directors and officers, provided that this provision
shall not eliminate or limit the liability of a director: (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) arising under Section 174 of the DGCL, or (iv)
for any transaction from which the director derived an improper personal
benefit. The DGCL provides further that the indemnification permitted thereunder
shall not be deemed exclusive of any other rights to which the directors and
officers may be entitled under the corporation's bylaws, any agreement, a vote
of stockholders or otherwise. The Certificate eliminates the personal liability
of directors to the fullest extent permitted by Section 102(b)(7) of the DGCL
and provides that the Registrant may fully indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (whether civil, criminal, administrative or
investigative) by reason of the fact that such person is or was a director or
officer of the Registrant, or is or was serving at the request of the Registrant
as a director or officer of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding.
At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent as to which indemnification will be
required or permitted under the Certificate. The Registrant is not aware of any
threatened litigation or proceeding that may result in a claim for such
indemnification.
ITEM 25: OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Exclusive of the placement compensation, our estimated expenses in
connection with the issuance and distribution of the securities being registered
are:
Securities and exchange commission filing fee $ 2,208
Accounting fees and expenses $ 40,000
Legal fees and expenses $ 100,000
Placement agent legal fees paid by issuer $ 20,000
Transfer agent and escrow agent fees $ 20,000
Printing, mailing and engraving expenses $ 40,000
Blue Sky and NASD filings expenses $ 20,000
Miscellaneous $ 57,792
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Total $300,000
ITEM 26: RECENT SALES OF UNREGISTERED SECURITIES.
Pursuant to board action on September 5, 2000, the registrant issued an
aggregate of 14,400,000 shares of common stock in the past three years (a total
of 33 persons, 23 of whom were accredited). Such shares were issued in three
categories as follows: (i) 6,660,000 shares of common stock priced at $.001 per
share, in a private placement to principals of SearchHelp and their designees,
and certain other persons for a total of $6,950, (ii) 6,616,910 shares of common
stock to the shareholders of SH Networks.com, Inc. (SHN) in connection with the
merger of SHN into SearchHelp on September 5, 2001, and (iii) 1,123,090 shares
of common stock to certain creditors of SHN in exchange for $104,075 of
indebtedness owed to them. The following are the ten non-accredited investors
who acquired shares in these issuances: Debbie Seaman, Judy Sweeney, Martin R.
Cantor, Jason Paul Butler, Benjamin Kolts, Lila Roberts, Shellie Wright, Jesse
Andrews, Jake Andrews and Colton Quade. On November 26, 2001, we issued 500,000
of our common shares to Lifetyme, Inc. pursuant to an Internet Advertising
Agreement for $500 in cash which was the then fair market value of the
securities. No placement agent was involved and no commissions were earned or
paid. The shares were issued as they were paid for in reliance of the exemption
from registration provided by Section 4(2) of the Securities Act of 1933 and
Rule 506 promulgated thereunder, since all of the stockholders of Lifetyme, Inc.
were accredited and the offering was conducted as a private offering. On
September 5, 2000, we issued 100,000 of our common shares to our securities
counsel as payment for $9,000 in legal fees for structuring and consultative
services. Between December 1, 2001 and February 14, 2002 promissory notes were
issued to 13 accredited investors at $25,000 each for a total of $325,000.
Robert M. Cohen & Co., Inc. was the placement agent and received commissions
totaling $32,500. Since we did not pay back the noteholders in full within 60
days of issuance, the noteholders received the right to purchase 10,000 shares
of the SearchHelp's common stock at a price of $.01 per share and the right to
purchase an addtional 5,000 shares of SearchHelp's common stock at $.01 per
share for each month thereafter the note remains unpaid. As of December 31,
2002, 310,000 shares have been purchased by the noteholders. Additionally, there
were approximately 470,000 shares of common stock issuable to our noteholders
since their notes were not paid in full as of December 31, 2002. As of March 31,
2003, an additional 5,000 shares of common stock have been purchased by a
noteholder for $50. The shares purchased and to be purchased by the noteholders
are and will be issued in reliance of the exemption from registration provided
by Section 4(2) of the Securities Act of 1933 and Rule 506 promulgated
thereunder, since all of the note holders are accredited and the offering was
conducted as a private offering.
ITEM 27: INDEX TO EXHIBITS
(1) (a) Form of Placement Agreement(2)
(b) Form of Placement Agent's Warrant(2)
(c) Form Placement Agent Registration Rights Agreement(2)
(2) (a) Articles of Incorporation, as amended(2)
(b) By Laws(2)
(3) (a) Form of Common Stock Purchase Class A redeemable
Warrant, exercise price $.75(2)
(b) Form of Common Stock Purchase Class B redeemable
Warrant, exercise price $1.75(2)
(c) Form of Stock Certificate(2)
(4) Form Subscription Agreement(2)
(6) (a) William Bozsnyak Employment Agreement(2)
(b) Debbie Seaman Employment Agreement(2)
(c) Agreement of Lease(2)
(d) Extension of Agreement of Lease(2)
(e) Internet Advertising Agreement(2)
(f) Software Development with Benjamin Kolts (2)
(g) Agreement with Acxiom Corporation(2)
(h) Teaming Agreement(2)
(i) Specimen Promissory Note for Loan with Equity(2)
(j) Specimen Promissory Note for Loan without Equity(2)
(k) Form Lock-Up Agreement(2)
(l) Form Escrow Agreement(2)
(m) Warrant Agreement(2)
(n) Agreement with Protect-a-Child America(2)
(o) Agreement with Edocusign, Inc. (2)
(p) Agreement with Twiz Studios, Inc. (2)
(q) Consulting Agreement with Oyster Bay East Norwich
School District (2)
(10)(a) Consent of Weinick Sanders Leventhal & Co., LLP(1)
(b) Consent of Tannenbaum Helpern Syracuse & Hirschtritt
LLP (included in Exhibit 11)(2)
(11)Opinion re: Legality(2)
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(1) Filed herein
(2) Filed previously
ITEM 28: UNDERTAKINGS
A. Registrant hereby undertakes:
a. To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(1) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(2) 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;
(3) 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.
b. That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
c. 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 small business issuer will provide to the placement agent at the
closing specified in the placement agent agreement certificates in such
denominations and registered in such names as required by the placement
agent to permit prompt delivery to each purchaser.
C. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing
provisions, or otherwise, the small business issuer has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the small business issuer of expenses incurred
or paid by a director, officer or controlling person of the small business
issuer 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 small business issuer will, unless in
the opinion of 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
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for the filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Bethpage, state of New York, on April 11, 2003.
SearchHelp, Inc.
By: /s/ William Bozsnyak
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Name: William Bozsnyak
Title: Chief Executive Officer,
Chief Financial Officer,
Vice President, Treasurer and Director
This offering statement has been signed by the following persons in the
capacities and on the dates indicated.
By:/s/ Debbie Seaman Date: April 11, 2003
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Name: Debbie Seaman
Title: President, Secretary, Director
By: /s/ Joel San Antonio Date: April 11, 2003
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Name: Joel San Antonio
Title: Director
By:/s/ Joseph Carrizzo Date: April 11, 2003
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Name: Joseph Carrizzo
Title: Director