UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) February 8, 2007
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SearchHelp, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 001-31590 11-3621755
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
6800 Jericho Turnpike, Suite 208E, Syosset, New York 11791
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 922-4765
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13a-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On February 7, 2007 SearchHelp, Inc. (the "Registrant") entered into a
Series A Preferred Stock Purchase Agreement ("Kaplan Purchase Agreement") with
Edward Kaplan ("Kaplan"). Pursuant to the Kaplan Purchase Agreement, LCM
purchased from the Registrant for an aggregate of $50,000, 19,084 shares of the
Registrant's Series A 7% Convertible Preferred Stock, par value $0.0001 (the
"Series A Preferred Stock") and a warrant to purchase from the Registrant 47,710
shares of the Registrant's common stock, $0.0001 par value, at an exercise price
of $.26 per share.
On February 8, 2007 the Registrant entered into a Series A Preferred
Stock Purchase Agreement ("LAM Purchase Agreement") with The LAM Opportunity
Fund, LTD ("LAM"). Pursuant to the LAM Purchase Agreement, LAM purchased from
the Registrant for an aggregate of $80,000, 30,534 shares of Series A Preferred
Stock and a warrant to purchase from the Registrant 76,335 shares of the
Registrant's common stock, $0.0001 par value, at an exercise price of $.26 per
share.
On February 8, 2007 the Registrant entered into a Series A Preferred
Stock Purchase Agreement ("LOF Purchase Agreement," together with Kaplan
Purchase Agreement and LAM Purchase Agreement, the "Purchase Agreements") with
Lewis Opportunity Fund, LP ("LOF"). Pursuant to the LOF Purchase Agreement, LOF
purchased from the Registrant for an aggregate of $420,000, 160,306 shares of
Series A Preferred Stock and a warrant to purchase from the Registrant 400,765
shares of the Registrant's common stock, $0.0001 par value, at an exercise price
of $.26 per share.
The foregoing description of the Purchase Agreements is merely a summary,
and is not intended to be complete. The Purchase Agreements are filed as
Exhibits 10.1, 10.2 and 10.3 to this report and are incorporated herein by
reference.
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.
On February 7, 2007 and February 8, 2007, pursuant to the terms of the
Purchase Agreements described in Item 1.01 and the Certificate of Designations
described in Item 3.03, the Registrant sold an aggregate of 209,924 shares of
the Series A Preferred Stock ("Shares"), and warrants to purchase an aggregate
of 524,810 shares of the Registrant's common stock, $0.0001 par value, at an
exercise price of $.26 per share ("Warrants").
The Shares and the Warrants were not registered under the Securities
Act of 1933 (the "Securities Act"), and bear restrictive legends that reflect
this status. The Shares and the Warrants were issued in a private placement in
reliance on the exemption from registration provided by Section 4(2) of the
Securities Act and/or Regulation D promulgated thereunder. The Registrant did
not engage in any general solicitation or advertisement for the issuance of
these securities.
ITEM 3.03. MATERIAL MODIFICATION OF RIGHTS OF SECURITY HOLDERS.
On February 13, 2007 the Registrant filed a Certificate Designations,
Voting Powers, Preferences, Limitations, Restrictions, and Relative Rights of
Series A 7% Convertible Preferred Stock, $0.0001 par value (the "Certificate of
Designations") with the Secretary of State of the State of Delaware under which
763,359 shares of Series A Preferred Stock were designated.
The following is a summary of certain terms of the Series A Preferred
Stock:
Stated Value. Each share of Series A Preferred Stock shall have the stated
value equal to $2.62 (as adjusted for any stock dividends, combinations or
splits with respect to such shares) (the "Stated Value").
Dividends. The Series A Preferred Stock will accumulate dividends at a rate
of 7% on the Stated Value for each share of Series A Preferred Stock per year
when, as and if declared by the Board of Directors of the Registrant.
Distributions maybe declared and paid upon shares of common stock of the
Registrant or other class of stock junior to the Series A Preferred Stock (the
"Junior Stock") in any fiscal year of the Registrant only if distributions shall
have been paid to or declared and set apart upon all shares of Series A
Preferred Stock at such annual rate for each quarter of such fiscal year of the
Registrant including the quarter in which such distributions upon the Junior
Stock are declared.
Liquidation. Upon the dissolution, liquidation or winding-up of the
Registrant, whether voluntary or involuntary, the holders of the Series A
Preferred Stock shall be entitled to receive, before any payment or distribution
shall be made on the Junior Stock, out of the assets of the Registrant available
for distribution to stockholders, the Stated Value per share of Series A
Preferred Stock and all accrued and unpaid dividends to and including the date
of payment thereof.
Conversion to Common Stock. Each holder of shares of Series A Preferred
Stock shall have the right to convert some or all shares of Series A Preferred
Stock into fully paid and non-assessable shares of common stock of the
Registrant at an initial conversion rate of 10 shares of common stock of the
Registrant for every one share of Series A Preferred Stock. The conversion rate
is subject to adjustment in the event of stock splits, combinations, dividends
and other changes to the outstanding Series A Preferred Stock and Common Stock.
Voting Rights. Shares of Series A Preferred Stock are not entitled to
voting rights, but are entitled to notice of any stockholders' meeting in
accordance with the Registrant's By-Laws.
The Certificate of Designations is filed as Exhibit 3.1 to this report and
is incorporated herein by reference. The description of the Series A Preferred
Stock is a summary of certain terms of the Series A Preferred Stock and is
qualified by and subject to the provisions of the Certificate of Designations.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
3.1 Form of Certificate Designations, Voting Powers, Preferences, Limitations,
Restrictions, and Relative Rights of Series A 7% Convertible Preferred Stock,
$0.0001 par value .
10.1 Series A Preferred Stock Purchase Agreement dated February 7, 2007 by and
between the Registrant and Edward Kaplan.
10.2 Series A Preferred Stock Purchase Agreement dated February 8, 2007 by and
between the Registrant and The LAM Opportunity Fund, LTD.
10.3 Series A Preferred Stock Purchase Agreement dated February 8, 2007 by and
between the Registrant and Lewis Opportunity Fund, LP.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
SEARCHHELP, INC.
Date: February 13, 2007 By: /s/ John Caruso
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Name: John Caruso
Title: Chief Financial Officer