Another blank check company, the Hong Kong based Everest Acquisition Corporation, has filed an S-1. The deal is being underwritten by Jesup & Lamont Securities Corporation. The company is going to focus its acquisition efforts on acquiring an operating company in the Asia Pacific region.
Everest Acquisition Corporation – STILL IN REGISTRATION
Number of units being offered: 16,000,000
Proposed price per unit: $6.00
Terms of deal: One share of common stock and warrants to purchase two shares of common stock at $5.00 per share.
Underwriters: Jesup & Lamont Securities Corporation
Proposed ticker symbols
Common stock: Not known
Warrants: Not known
Units: Not known
Common shares to be outstanding subsequent to IPO: 20,000,000
Shares to be held by public shareholders: 16,000,000
Shares held by insiders: 4,000,000
Percentage held by public shareholders: 80.0%
Gross proceeds being raised: $96,000,000
Net proceeds to be held in escrow: $85,600,000
Escrowed proceeds per share applicable to future public shareholders: $5.35
Date of IPO: N/A
Date of original filing: August 10, 2005
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 4,000,000 shares purchased at $.00625 per share. Total proceeds: $25,000.
Restrictions on insider shares: The shares will remain in escrow until the earlier of twelve months after the consummation of an acquisition, or the liquidation of the company.
Other insider requirements: None.
Description of business: We incorporated in Delaware on June 15, 2005 in order to serve as a vehicle for the acquisition of an operating business. We intend to focus on companies with their primary operating facilities located in the Asia Pacific region.
Biographical information for significant officers: Ashok S. Kothari has been Chairman of the Board and Chief Executive Officer of the Company since June 2005. He is recognized as a leading Asian Chief Executive Officer experienced in investing in high growth businesses, and helping them realize their potential. He has been a Managing Director of a leading Asian private equity fund with General Electric, The GE Asia Pacific Capital Technology Fund, since 2000. He has hands-on experience in executing leverage buyouts, management buyouts, and initial public offerings.
Previously, Mr. Kothari directed large, diversified, multi-unit, multi-country businesses of major American corporations. He served as Chief Executive Officer of W.R. Grace (Asia Pacific) Ltd. From 1980 to 1987, and later acquired this business in a management buyout. He was with PPG from 1987 to 1988 where he served as President of PPG Industries, Europe, Middle East and Africa. The businesses under his leadership included 23 operations in nine countries with 8,000 employees and sales of over $1.1 billion. PPG, formerly know as Pittsburg Plate Glass, is a Fortune 100 corporation, the largest U.S. glass and coatings manufacturer for automobiles and construction with additional interests in specialty chemicals and health care. He served as Chairman of Asian Pacific Industries from 1989 to 1997, and President of Catalyst Capital Corporation from 1997 to 2000. Earlier Mr. Kothari was with Touche Ross & Co., accountants, and McKinsey & Co., consultants, both in New York. He holds B.E. in Mechanical Engineering from M. S. University in India, and MS in Industrial Engineering from Stanford. He is a brother of Mr. Ajay Kothari, our Director and Secretary.
W. Gage McAfee has been President and a Director of the Company since June 2005. Mr. McAfee is also a Managing Director of The GE Asia Pacific Capital Technology Fund. In 1992, Mr. McAfee co-founded Asia Pacific Capital Ltd., the predecessor company of the Asia Pacific Capital Group, a company engaged in asset management and direct investment. In 1982, he founded the Hong Kong-based private equity group ChinaVest, one of the first venture firms to act on the Asian market. From 1973 to 1977, Mr. McAfee practiced law with the U.S.-based law firm Coudert Brothers, for which he served as a founding partner of the East Asia group based in Singapore and, from 1977 to 1995, as a senior partner in the Hong Kong offices. From 1969 to 1971, Mr. McAfee served with the U.S. State Department in Vietnam, during which period he served as an Adjunct Professor at the Saigon Law School.
Mr. McAfee currently serves on the Main Board Listing Committee, the GEM Listing Committee of The Stock Exchange of Hong Kong Limited and the Dual Listing Advisory Committee of Securities and Futures Commission. He is also a member of the Council on Foreign Relations, the International Institute for Strategic Studies, the Asia Center Committee of Harvard University, the Development Board of Phillips Academy, Andover, and the Board of Governors of the Chinese International School. Mr. McAfee served from 1984 to 1986 as Chairman of the American Chamber of Commerce in Hong Kong; from 1986 to 1990 as a member of the General Committee of the Hong Kong General Chamber of Commerce; from 1990 to 1992 as Deputy Chairman of the Hong Kong Community Chest; and from 1992 to 1997 as member of the Law Reform Commission. He also acted as advisor to the Asian Development Bank and the Hong Kong Basic Law Consultative Committee from 1980 to 1982 and from 1985 to 1990, respectively. Mr. McAfee received an A.B. in Government from Harvard University and a J.D. from Columbia University School of Law.
SEC filings: sec.gov |
