Another blank check company, Geneva Acquisition Corp has filed an S-1. The offering is being underwritten by Ladenburg Thalmann & Co., Inc. The company is going to focus its acquisition efforts on acquiring a company in the Healthcare sector.
Geneva Acquisition Corp - STILL IN REGISTRATION
Number of units being offered:10 mn
Proposed price per unit: $6:00
Terms of deal: Each unit of offering has a price of $6.00 and consists of one share of our common stock and two warrants. Each warrant entitles the holder to purchase one share of our common stock at a price of $5.00.
Proposed ticker symbols: NA
Certain of their initial stockholders have agreed to purchase an aggregate of 2,155,000 warrants at a price of $0.65 per warrant ($1,400,750 in the aggregate)in a private placement to occur simultaneously with the consummation of this offering.
Of the net proceeds of this offering, after expenses, 56,300,000 (including the $1,350,000 of deferred underwriting discounts and commissions), plus the $1,400,750 they receive from the purchase of the private placement warrants, for an aggregate of $57,700,750 (or approximately $5.77 per unit sold in this offering), will be deposited in a trust account at JPMorgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company acting as trustee.
Date of original filing: June 28, 2006
Description of business
We are a blank check company organized under the laws of the State of Delaware on June 2, 2006. We were formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition or other similar business combination, an operating business. No person or entity representing us or affiliated with us has taken any indirect or direct measure to search for or locate a target business. Our efforts in identifying a prospective target business will not be limited to any particular industry, although we intend initially to emphasize our search to acquiring a business operating in the healthcare sector as well as other sectors within the experience and competencies of our management team.
Biographical information for significant officers
Directors and Officers
Our current directors and executive officers are as follows:
James E. McGrath
John F. Rousseau
Gregory F. Zaic
Thomas E. Hancock
Edwin Snape
Vincent T. Pica II
Sidney Braginsky
James E. McGrath has been our President and a Director since our inception. Mr. McGrath has more than 25 years of experience in general management,acquisitions and financial investments. Since April 1989, he has been Chairman and Chief Executive Officer of Fairfax Capital Partners, Inc.,a private investment firm. From 1997 to 2001,Mr. McGrath was Chairman of the Board of Xycom Automation, Inc., a privately held manufacturer of controllers and software used in factory floor automation. From 1992 to 1997, he was director of American Medical Response, Inc., a publicly traded company on the New York Stock Exchange which he co-founded and which acquired over 50 ambulance services in 27 states [need backup] and which was sold to Laidlaw Industries in 1997 for approximately $1.4 billion. From 1993 to 1996, he was Chairman of the Board of Directors of Perceptron, Inc., a publicly traded manufacturer of laser-based sensors and image-processing systems where he had served on the Board of Directors since 1982. From 1987 to 1989,Mr. McGrath was a Managing Director of William E. Simon and Sons, Inc., a private merchant banking company. From 1981 to 1987, he was employed by EF Hutton & Company, Inc. where he served at various times as President of its venture capital subsidiary, head of the firm's merchant banking operation and as a corporate Senior Vice President. Mr. McGrath received a BA (cum laude) from Harvard College and an MBA from the Harvard Business School.
John F. Rousseau, Jr. has been our Chief Operating Officer and a director since our inception. Mr. Rousseau has over 30 years of experience in private equity investing, company management and legal practice. Since 1992, he has been a principal and managing general partner of New England Partners, a diversified private equity firm which he co-founded. Mr. Rousseau has been responsible with other partners in the firm for raising pools of capital and for identifying and structuring investments in, and acquisitions and divestitures of, a variety of operating companies. During this period, Mr. Rousseau has also served as an officer and owner of NEGF Advisory Company, Inc., a management company affiliated with New England Partners. In 1997, he initiated and has co-managed the New England Partners healthcare investment program, and in January 2004 he co-founded and has been a general partner with Nexus Medical Partners, an affiliated medical technology private equity fund. At New England Partners, Mr. Rousseau has led investments in sixteen healthcare companies focused in the fields of medical devices, biotechnology, diagnostics, medical instruments and healthcare services. Since October 2002, he has served on the board of New England Partners portfolio company Minrad International, Inc., a publicly traded company on the American Stock Exchange developing and manufacturing products utilized in interventional pain management and laser-driven image guidance. Previously, from 1987 to 1991 Mr. Rousseau was Senior Vice President, Manager-East Coast of Homart Development Company, Inc. (the commercial real estate development subsidiary of Sears Roebuck & Co). From 1984 to 1987, he was Senior Vice President-New England Regional Manager of Spaulding & Slye Company, Inc., a commercial real estate development firm. For the previous fifteen years, he practiced law and was a Senior Partner at the Boston-based law firm of Hale and Dorr. Mr. Rousseau received a BA from Amherst College and a JD from Columbia Law School.
Gregory F. Zaic has been our Treasurer since our inception. Mr. Zaic has over 35 years of investment, operating management and business development experience in the medical technology and advanced packaging materials sectors. Since July 2004, he has been a principal and general partner of Nexus Medical Partners, a private equity firm specializing in medical technology investments. Prior to joining Nexus, from 1987 to September 2003,Mr. Zaic was a general partner of Prince Ventures, an independent, medically focused, venture capital partnership. Since 1997, he has served on the board of directors of Xylos Corporation, a manufacturer of biosynthetic materials and one of Prince Ventures' portfolio companies. From 1984 to 1987,Mr.Zaic was Vice President and Special Limited Partner of the Vista Group, a group of diversified private equity funds. From 1983 to 1984, Mr. Zaic was Director, New Products and Ventures for Cambridge Research and Development Group, a boutique incubator of new technologies/products. From 1979 to 1983, he was an internal new business consultant for American Can Company (Greenwich, CT) specializing in the evaluation of new businesses and technologies connected with advanced specialty metal and plastic packaging materials. From 1972 to 1979, Mr. Zaic was employed at Baxter Laboratories, a leading medical device company, where he performed a number of financial and operational functions including running the Special Products division. His responsibilities included functions within
manufacturing, product design, manufacturing engineering, marketing, materials management, and financial control. Mr. Zaic received a BS(magna cum laude)from Princeton University and was elected to Phi Beta Kappa, Tau Beta Pi and Sigma Xi academic and scientific honorary societies. He also received an MS in mechanical engineering and an MS in management, both from the Massachusetts Institute of Technology.
Thomas E. Hancock has been our Secretary and Vice President of Business Development since our inception. Mr. Hancock has over 17 years of experience in private equity investing, public security analysis and research/general management experience. Since November 2002, he has been a principal of New England Partners. While at New England Partners, Mr. Hancock has been responsible primarily for investments in the healthcare sector, and in January 2004 he became a partner in Nexus Medical Partners, an affiliate fund specializing in medical technology investments. From 2000 to 2002, Mr. Hancock was a Managing Director and Senior Equity Analyst at U. S. Bancorp Piper Jaffray covering publicly-traded biopharmaceutical companies and drug discovery supplier companies. From 1999 to 2000, Mr. Hancock was Senior Analyst at Leerink Swann & Company, where he covered public biopharmaceutical companies. From 1996 to 1999, he was a Senior Research Associate at Nationsbanc Montgomery Securities and during 1995 he worked in the business development group at Genentech. From 1989 to 1994, he was a research scientist at Cor Therapeutics. Mr. Hancock received a BS and an MBA, both from the University of California, Berkeley.Mr. Hancock is the son-in-law of Dr. Snape.
Edwin Snape has been a director since our inception. Dr. Snape has over 40 years of investment, operating management and technical development experience in the medical technology and advanced materials sectors. Since 1995, he has been a principal and general partner of New England Partners where he has primary responsibility for the firm's medical technology investment program. In 2002, he co-founded and has been a general partner of Nexus Medical Partners, an affiliated fund specializing in medical technology investments. Since November 2002, he has served on the board of Memry Corporation, a publicly traded specialty materials company on the American Stock Exchange primarily serving the medical industry, and currently serves as Chairman. Since August 1999, he has served on the board of Deltex Medical Holdings Limited, a UK-based company listed on the London Stock Exchange involved in cardiac monitoring and since June 2003 has served as Vice Chairman. Since January 2004, Dr. Snape has served as a director of Diomed Inc., a leading supplier of endovenous laser treatment of varicose veins listed on the American Stock Exchange. Prior to New England Partners, in 1982, Dr. Snape co-founded and through 1994, served as Managing General Partner of the Vista Group, a group of diversified private equity funds. He was primarily responsible for the Vista Group's specialty materials and medical technology investments. Prior to the Vista Group, from 1980 to 1981, he was a principal at Whitehead Associates and from 1978 to 1980, he was a principal at Inco (International Nickel) Securities Corporation where in both firms he was responsible for developing their venture capital investment programs covering a wide range of industries including manufacturing, factory automation, advanced materials and medical technology. In 1980 he founded and served as the first Chairman of the Liposome Company which was sold in 2000 for $722 million. Prior to his private equity
experience, Dr. Snape founded and managed several companies in the specialty materials and medical technology fields. Dr. Snape received BS and PhD degrees in metallurgy from Leeds University, England and is a recipient of the AB Campbell Award and Hunt Silver Medal. Dr. Snape is the father-in-law of
Mr. Hancock.
Vincent T. Pica, II has been a director since June 2006. Mr. Pica has more than 30 years of experience in mergers and acquisitions, investment banking, operations, and general management. He is currently the Chief Executive Officer of Neuwing, Inc. a private investment company he founded in May 2006. From January 2003 to April 2006, he was Chief Executive Officer of Longwing Inc., which was a real estate investment company financed by the Dubai Investment Group in the United Arab Emirates. From 1994 to 2000, he was Group President of Capital Finance at Prudential Securities, Inc., where he was responsible for venture capital, investment banking, mergers, and acquisitions, equity research, institutional trading, and syndicate operations. From 1990 to 1994, while employed by Prudential Securities, Inc., he was Executive Vice President of the Mortgage-and Asset-backed Capital Group. At various times when employed by Prudential Securities from 1986 to 2000, he also served as a member of the Operating Committee and as a member of the Board of Directors of Prudential Securities Group, Inc. From 1975 to 1986, Mr. Pica was employed by EF Hutton & Company, Inc., where he served at various times as Senior Vice President of MIS Operation, and as Director and Investment Committee member for its venture capital subsidiary. He received a BBA from Iona College and a MS in business Policy from Columbia University Graduate School of Business.
Sidney Braginsky has served as a director since June 2006. From February 2003 to January 2006 he served as President and Chief Executive Officer of Ineedmd, Inc., a privately held company specializing in cardiology products. Since March 2000 he has served as Chairman of Atropos Technologies, LLC a
spectroscopy company. Since September 2001, Mr. Braginsky has served as Chairman and CEO of Digilab, LLC, a spectroscopy and analytical device company. From March 2001 to September 2003, he served as President of Mediscience Technology Corp., a privately held designer and developer of diagnostic medical
devices. Since January 2001, he has served as Chairman of DoubleD Venture Fund, LLC, a venture capital fund. From 1994 to January 2000, Mr. Braginsky served as President and Chief Operating Officer of Olympus America Inc., a leading producer of microscopes, automated blood and fluid chemistry analyzers, measuring research and industrial products and consumer products, which he joined in 1970. Since 1991, Mr. Braginsky has served as Chairman of the Board of City University of New York, Robert Chambers Laboratory. He also continues to serve as a Director of the following publicly traded companies: Noven Pharmaceutical Corp., Estech Cardiology, Electro-Optical Systems Inc., and Diomed, Inc., and previously served on the Boards of Q-RNA and Versamed. In addition, he serves as Chairman of the International Standards Organization Technical Committee 172, which is responsible for the world standards of optical and electro-optical devices. Mr. Braginsky is a member of the Boards of Long Island High Tech Center; Stoneybrook University, School of Engineering; Long Island Museum of Science and Technology; and the Center for Technology Education, Hofstra University. Since 1999 he has served as Chairman of the Board, College of Business and Management, C.W. Post, Long Island University. Mr. Braginsky attended Queens College, City University of New York.
Our board of directors is currently divided into three classes with only one class of directors being elected in each year and each class serving a three-year term. The term of office of the first class of directors, consisting of Mr. Rousseau, will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Mr. Pica and Mr. Braginsky, will expire at the second annual meeting. The term of the third class of directors, consisting of Dr. Snape and Mr. McGrath, will expire at the third annual meeting. Upon consummation of a business combination,this classified board feature will terminate and we will then have only one class of directors, with each director elected annually. |
