Another blank check company, Renaissance Acquisition Corp., has filed an S-1. The offering is being underwritten by Ladenburg Thalmann & Co. The company is going to focus its acquisition efforts on acquiring an entity in either the consumer products or manufacturing industries.
Renaissance Acquisition Corp. – STILL IN REGISTRATION
Number of units being offered: 14,500,000
Proposed price per unit: $6.00
Terms of deal: One share of common stock and warrants to purchase two additional shares of common stock at $5.00 per share.
Underwriter: Ladenburg Thalmann & Co.
Proposed ticker symbols
Common stock: N/A
Warrants: N /A
Units: N/A
Common shares to be outstanding subsequent to IPO: 18,125,000
Shares to be held by public shareholders: 14,500,000
Shares held by insiders: 3,625,000
Percentage held by public shareholders: 80.00%
Gross proceeds being raised: $87,000,000
Net proceeds to be held in escrow: $83,650,000 (including $2,100,000 of offering costs deferred by the underwriters and $1,700,000 from the sale of warrants to an affiliate of the Chairman concurrent to the offering)
Escrowed proceeds per share applicable to future public shareholders: $5.77
Date of IPO: N/A
Date of original filing: May 24, 2006
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 3,625,000 units purchased at $.0069 per unit. Total proceeds: $25,000.
Restrictions on insider shares: The common shares shall remain in escrow until the earlier of one year after the consummation of an acquisition or the liquidation of the company.
Other insider requirements: Concurrent with the public offering, Michael Gross, the chairman of the company, will purchase 2,833,333 warrants at a price of $.60 per warrant, for a total purchase price of $1,700,000. The gross proceeds from this transaction will be placed into the escrow account. In the event that the company is liquidated, the insiders will not receive any of the escrowed funds.
The underwriters have also agreed to defer $2,100,000 of their commissions until the company completes an acquisition. In the event that the company is liquidated, the underwriters will not receive any of the deferred fees.
Description of business: We are a recently organized Delaware blank check company incorporated on April 17, 2006 in order to serve as a vehicle for the acquisition of an operating business. Our efforts to identify a prospective target business will not be limited to a particular industry, although we intend to focus our efforts on acquiring an operating business headquartered in North America in one of the following industries: Consumer products — including retail, mail order or direct to consumer products; Consumer, business or financial services — including banking, credit cards, other financial services and multi-unit restaurants including quick-service, fast-casual, casual dining, and fine dining segments; and Manufacturing — including the production of unique, disposable, reusable or consumable products.
Biographical information for significant officers: Barry W. Florescue has been our chairman of the board and chief executive officer since our inception. Since 1988, Mr. Florescue has also been the chairman of the board and owner of Century Financial Group, Inc., a private holding company which owns Century Bank, a federally chartered thrift institution based in Sarasota, FL. While under Mr. Florescue’s ownership, Century has grown its total assets from $76 million to over $650 million, and its pre-tax income from $0.0 million to $12.8 million. Mr. Florescue has also been chairman of the board and president of BMD Management Company, Inc. since 1980. BMD is a privately-owned management services, finance and real estate investment company which has managed fast food and casual dining restaurants, and now primarily manages over 20 commercial real estate properties in Florida, Colorado and New York. From 1996 to December 2004, Mr. Florescue was the major stockholder, chairman of the board, chief executive officer and chief operating officer of BFMA Holding Corporation, a private holding company which owned and operated Marietta Corporation, a company that manufactures personal care amenities for the hospitality market and provides contract manufacturing and packaging for companies in the personal care, cosmetic, over-the-counter pharmaceutical, household care and food industries. While under Mr. Florescue’s control, the company grew revenues from $72 million to $166 million and operating income from a loss of $0.3 million to a profit of $14 million through organic growth, and domestic and international acquisitions. Since 2003, Mr. Florescue has been the chairman of the board and chief executive officer of Caswell-Massey Holding Corporation, a 250 year old company that sells Caswell-Massey brand bath and beauty products through its retail stores, mail-order catalog and website, as well as through various department stores and chain retailers. During Mr. Florescue’s tenure as chief executive officer, Caswell-Massey has increased its revenues through new product launches, repackaging initiatives, and entry into new markets. In 1997, Mr. Florescue entered into a stipulation and consent with the Office of Thrift Supervision ("OTS") relating to certain activities that occurred in 1990 and 1991 pursuant to which he consented to cease and desist from certain activities with Century Bank. The order providing for these restrictions was terminated by the OTS in 2004. Mr. Florescue had agreed that he would not participate in day-to-day management as an officer or employee of Century Bank and that his service as a director of Century Bank would be subject to certain restrictions. He also consented to the payment of a civil money penalty of $50,000. Mr. Florescue did not admit or deny the findings of the OTS in connection with such stipulation and consent. Mr. Florescue is on the Executive Advisory Committee of the Simon Graduate School of Business Administration and is a Trustee of the University of Rochester. Mr. Florescue received a B.S. from the University of Rochester and an M.B.A. from New York University Graduate School of Business. Mr. Florescue earned his certified public accountant certification in 1970. He was a member of the Listed Company Advisory Board of the American Stock Exchange from 1985 to 1988.
SEC filings: sec.gov |
