The reverse merger of NationsHealth into Millstream Acquisition provided Arthur Spector with a nice payday. He owns 360,000 shares in the company, purchased at an average price of $.06944 per share. Additionally, 180,000 shares were sold to the “Spector Family Trust” at a price of $.0001 per share. The shares will be held in escrow until August 25, 2006.
Spector hopes to duplicate this windfall at Millstream II. The insiders of Millstream II Acquisition own 602,858 shares of the company, purchased at $.025 per share. Spector owns 397,142 of those shares.
Prior to his involvement with Millstream Acquisition, Spector had directed another blank check IPO and successfully completed a reverse merger.
From the Millstream II prospectus:
sec.gov
Mr. Spector directed the completion of a public offering of Information Systems Acquisition Corp., a blank check company with an objective to acquire an operating business in the information systems industry, on March 25, 1993, which raised gross proceeds of $13.8 million at an offering price of $6.00 per unit.
From its inception until it merged with Human Designed Systems, Inc. (the predecessor of Neoware Systems, Inc.) on March 2, 1995, Mr. Spector was Information Systems' chairman of the board, president and chief executive officer. During this period, Mr. Spector did not receive any salary for his services to Information Systems. However, Safeguard Scientifics, Inc., an affiliate of Mr. Spector's, received a $5,000 per month fee from Information Systems for use of office space and administrative services. Pursuant to the merger agreement with Human Designed Systems, all of the outstanding shares of Human Designed were converted into the right to receive a total of 2,810,000 shares of Information Systems Acquisition Corp.'s common stock, 618,200 redeemable common stock purchase warrants and $5,500,000 in cash. Information System Acquisition Corp's remaining cash, by way of merger, became working capital of Neoware Systems. At the time of the acquisition, Mr. Spector held 90,000 shares of Neoware Systems which, based on the market price at the time of acquisition, was valued at $562,500. Neoware Systems is a manufacturer of sophisticated computer appliances and related software and is traded on the Nasdaq National Market under the symbol NWRE.
Mr. Spector remained as chairman of the board of Neoware Systems until December 2002, at which time he determined not to stand for re-election as a director at Neoware System's annual shareholders' meeting. Mr. Spector also acted as chief executive officer and president from May 1996 (after the then chief executive officer died) until June 1997. During the period following the consummation of Information Systems' initial public offering until the expiration of his term in December 2002, Mr. Spector received options to purchase an aggregate of 97,500 shares of Neoware common stock, all of which had exercise prices equal to the fair market value of the common stock on the date of grant. Additionally, from May 1996 until June 1997, Mr. Spector received a salary of approximately $60,000 per annum in connection with his acting as chief executive officer and president. Mr. Spector has sold all of the securities of Information Systems Acquisition Corp. he owned for aggregate gross proceeds of approximately $3,561,000 and taxable profits of approximately $1,675,000. |
