Another blank check company, Beverage Acquisition Corp., has filed an S-1. The offering is being underwritten by Morgan Joseph. The company is going to focus its acquisition efforts on acquiring an operating entity in the beverage industry.
Beverage Acquisition Corp. – STILL IN REGISTRATION
Number of units being offered: 4,500,000
Proposed price per unit: $8.00
Terms of deal: One share of common stock and a warrant to purchase one additional share of common stock at $6.00 per share.
Underwriter: Morgan Joseph
Proposed ticker symbols
Common stock: Not known
Warrants: Not known
Units: Not known
Common shares to be outstanding subsequent to IPO: 5,625,000
Shares to be held by public shareholders: 4,500,000
Shares held by insiders: 1,125,000
Percentage held by public shareholders: 80.00%
Gross proceeds being raised: $36 million
Net proceeds to be held in escrow: $34,2 million (includes $720,000 of offering costs deferred by the underwriter and $1.25 million from the sale of securities to certain of the insiders)
Escrowed proceeds per share applicable to future public shareholders: $7.60
Date of IPO: N/A
Date of original filing: August 4, 2006
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 1,125,000 shares purchased at $.02 per share. Total proceeds: $25,000.
Restrictions on insider shares: The common shares shall remain in escrow until after the consummation of an acquisition or the liquidation of the company.
Other insider requirements: Certain of the insiders have agreed to purchase 1,041,667 warrants at $1.20 per unit in a private placement prior to the offering. Total proceeds: $1.25 million.
The underwriters have also agreed to defer $720,000 of their fees until the company completes an acquisition.
In the event that the company is liquidated, neither the insiders nor the underwriters will receive any of the escrowed proceeds.
Description of business: We are a blank check company organized under the laws of the State of Delaware on November 16, 2005. We were formed with the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase or other similar business combination with a currently unidentified operating business in the beverage industry. You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any jurisdiction where the offer is not permitted. To date, our efforts have been limited to organizational activities.
Biographical information for significant officers: Rodman L. Drake has been a member of our board of directors since November 2005 and our chairman since June 2006. Since January 2002, Mr. Drake has been a managing director of Baringo Capital LLC, a private equity group he co-founded, with three funds focused on natural resources and a venture capital fund focused on early-stage technology and telecommunications investments. From November 1997 to January 2002, Mr. Drake was president of Continuation Investments Group Inc., a private equity firm which was the predecessor of Baringo Capital. From 1994 to 1997, Mr. Drake was a co-founder of KMR Power Corporation, a developer of independent power projects in Latin America and also served as its co-chairman. From 1991 to 1994, Mr. Drake was president of The Mandrake Group, a consultancy that performed strategy and organizational design work for clients in the consumer and financial services industries. From 1969 to 1991, Mr. Drake was employed by Cresap, McCormick & Paget, an international management and strategy consulting firm, where he was managing director and chief executive officer from 1980 to 1991. Mr. Drake serves on the board of directors of Celgene Corporation, a bio-pharmaceutical company, Jackson Hewitt Tax Services Inc., a tax preparation company, Parsons Brinckerhoff, an employee owned global infrastructure company, Student Loan Corporation, a provider of government-sponsored and private-sponsored student loans, and Crystal River Capital Inc., a Real Estate Investment Trust. Mr. Drake is also chairman of Hyperion Total Return Fund, Hyperion Strategic Mortgage Income Fund, and of the Excelsior and Laudus mutual fund groups sponsored by Charles Schwab/US Trust. The Student Loan Corporation, Celgene Corporation, Jackson Hewitt Tax Service Inc and the Hyperion Funds all file reports pursuant to the Exchange Act. Mr. Drake received a B.A. from Yale University and an M.B.A. from Harvard Business School.
Michael C. Bellas has been our vice chairman since June 2006. Mr. Bellas has been the chairman of Beverage Marketing Corporation of New York, a strategic consulting and research firm specializing in the beverage industry, since founding the company in 1972. In this capacity, he has provided strategic advice to both domestic and international beverage companies regarding new growth initiatives, market entry planning, brand development/revitalization, domestic and international marketplace assessments and sales/distribution strategy development. Since 1999, Mr. Bellas has also been a managing director of BMC/Haas Financial, a division of Beverage Marketing Corporation of New York, a financial advisory firm servicing the beverage industry. Since 1972, Mr. Bellas has also been the chairman of KMC Corporation, a beverage distribution company operating in the Midwest region of the United States. From 1968 to 1972, Mr. Bellas was a staff consultant and project manager for Cresap, McCormick & Paget, an international management and strategy consulting firm. Mr. Bellas is co-founder, co-sponsor and opening day speaker of The Beverage Forum, a beverage industry conference. He is a contributing editor of Beverage World magazine and authors the magazine’s regular “Worldview” column. Mr. Bellas launched BMC’s annual series of market reports focused on the domestic and international beverage industries. He has addressed several international and national trade conventions including the World Beer & Drinks Forum, the International Bottled Water Association, the National Beer Wholesalers Association, the International Fruit Beverage Congress, the International Beverage Industry Exposition (InterBev) and the Dairy Food Industry Supply Association. Mr. Bellas received a B.A. from Yale University, a J.D. from University of Michigan Law School and an M.B.A. from Columbia Business School, where he was a McKinsey Scholar.
Norman E. Snyder, Jr. has been our chief executive officer, president and a member of our board of directors since June 2006. From June 2003 to October 2005, Mr. Snyder was the chief operating officer of the Rheingold Brewing Company, a regional brewer based in New York that was re-launched during the spring of 2003 and sold to Drinks Americas Holdings, Ltd. in November 2005. From March 2002 to May 2003, Mr. Snyder owned and managed Rednys Consulting, a consulting company that he founded, which advised small to mid-size businesses on various financial and operational issues including restructuring, fund raising and business segment analysis. From July 1996 to August 2001, Mr. Snyder served in various positions with South Beach Beverage Company (“SoBe”), a manufacturer of premium non-carbonated ready-to-drink teas and fruit juices that was founded in March 1995 and sold to PepsiCo in January 2001. He was SoBe’s chief operating officer from February 2001 to August 2001, and chief financial officer from July 1996 to February 2001. From October 1991 to October 1996, Mr. Snyder served as controller of the National Football League Properties, Inc., the marketing arm of the National Football League. From August 1983 to September 1991, Mr. Snyder was a manager at PricewaterhouseCoopers. Mr. Snyder is a CPA and received a B.S. in Accounting from the State University of New York at Albany.
SEC filings: sec.gov |
