Another blank check company, Argyle Security Acquisition Corp., has filed an S-1. The deal is being underwritten by Rodman & Renshaw LLC. The company is going to focus its acquisition efforts on acquiring an operating company in the security industry.
Argyle Security Acquisition Corp. – STILL IN REGISTRATION
Number of units being offered: 12,500,000
Proposed price per unit: $8.00
Terms of deal: One share of common stock and one warrant to purchase one share of common stock at $6.00 per share.
Underwriters: Rodman & Renshaw LLC
Proposed ticker symbols
Common stock: Not known
Warrants: Not known
Units: Not known
Common shares to be outstanding subsequent to IPO: 15,625,000
Shares to be held by public shareholders: 12,500,000
Shares held by insiders: 3,125,000
Percentage held by public shareholders: 80.0%
Gross proceeds being raised: $100,000,000
Net proceeds to be held in escrow: $90,625,000
Escrowed proceeds per share applicable to future public shareholders: $7.25
Date of IPO: N/A
Date of original filing: July 13, 2005
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 3,125,000 shares purchased at $.008 per share. Total proceeds: $25,000.
Restrictions on insider shares: The shares will remain in escrow until the earlier of three years, the liquidation of the company, or the consummation of an acquisition.
Other insider requirements: The principals have agreed that they will purchase 1,200,000 warrants at a price not to exceed $1.20 per warrant within 45 days from the date that the warrants begin trading independently of the units.
Description of business: Argyle Security Acquisition Corporation is a blank check company recently formed for the purpose of acquiring, through merger, capital stock exchange, asset acquisition or other similar business combination, one or more unidentified operating businesses. We intend to focus on identifying one or more prospective target businesses in the security industry.
Biographical information for significant officers: Bob Marbut has been our Chairman of the Board and Co-Chief Executive Officer since our inception. From November 2004 to the present, Mr. Marbut has been the Executive Chairman of Electronics Line 3000 Ltd., an electronic intrusion security company, and from July 2002 to the present, he has been the Chairman and Chief Executive Officer of SecTecGLOBAL, Inc., a sales and marketing subsidiary of Electronics Line 3000 Ltd. From October 2001 to the present, Mr. Marbut has served as a Manager of Argyle Global Opportunities, LP, an investment partnership which owns a 43% interest in Electronics Line 3000 Ltd. From January 2001 to January 2003, Mr. Marbut served as the Chairman of Hearst-Argyle Television, Inc., a non-network owned television group and, from August 1997 to January 2001, served as its Chairman and Co-Chief Executive Officer. From January 1995 to August 1997, Mr. Marbut was the co-founder, Chairman and controlling partner of Argyle Television, Inc., which became a Nasdaq traded company and was merged with Hearst Broadcasting in August 1997 to form Hearst-Argyle Television, Inc. From 1993 to 1995, Mr. Marbut founded and was the Chief Executive Officer of Argyle Television, a private television group that was sold in 1995. From August 1970 through 1990, Mr. Marbut served as the President and Chief Executive Officer of Harte-Hanks Communications, Inc., and concurrently as its Chief Operating Officer from April 1973 to September 1984, and as Vice-Chairman in 1991. During the period that Mr. Marbut was CEO, Harte-Hanks developed from a family-owned newspaper company to a Fortune 500 company listed on the New York Stock Exchange that Mr. Marbut took private in 1984 in a management buyout that he led. In addition to the board of directors of Electronics Line 3000 Ltd., Mr. Marbut currently serves on the boards of directors of Hearst-Argyle Television, Tupperware Corporation and Valero Energy Corporation. He has a Masters of Business Administration degree with Distinction from Harvard University and was a registered engineer in the State of California.
Ron Chaimovski has been our Vice Chairman of the Board and Co-Chief Executive Officer since our inception. Mr. Chaimovski has served as the Vice Chairman of Electronics Line 3000 Ltd. since May 2005 and as a partner in Argyle Global Opportunities, LP since January 2001. From October 1998 to August 2001 Mr. Chaimovski served as the Israeli Economic Minister to North America. From 1991 to 1998, Mr. Chaimovski was a partner in an Israeli law firm. Mr. Chaimovski was the co-founder of Transplan Enterprises Group, an investment group, and served as its Co-Chairman from 1993 to 1998. Mr. Chaimovski served in the Israeli Navy from 1977 to 1983 in various command roles, including those of combat officer and flotilla commander. Mr. Chaimovski is a member of the Israeli Bar. Mr. Chaimovski received an LLB from Tel Aviv University and an LLM from the University of London.
SEC filings: sec.gov |
