Another blank check company, Fortress America Acquisition Corporation, has filed an S-1. The deal is being underwritten by Sunrise Securities Corp. The company is going to focus its acquisition efforts in the homeland security sector.
Fortress America Acquisition Corporation – STILL IN REGISTRATION
Number of units being offered: 7,000,000
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: Sunrise Securities Corp.
Proposed ticker symbols
Common stock: Not known
Warrants: Not known
Units: Not known
Common shares to be outstanding subsequent to IPO: 8,750,000
Shares to be held by public shareholders: 7,000,000
Shares held by insiders: 1,750,000
Percentage held by public shareholders: 80.0%
Gross proceeds being raised: $42,000,000
Net proceeds to be held in escrow: $37,660,000
Escrowed proceeds per share applicable to future public shareholders: $5.38
Date of IPO: N/A
Date of original filing: March 23, 2005
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Description of business: Fortress America Acquisition Corporation is a blank check company recently formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition or other similar business combination, an operating business in the homeland security industry.
Biographical information for significant officer: C. Thomas McMillen has served as our Chairman of the Board since inception and has over 18 years of experience in government, finance and mergers and acquisitions. Mr. McMillen co-founded Global Secure Corp., a homeland security consolidator focused on companies serving critical incident responders, in 2003, and served as its Chief Executive Officer until February 2004. From February 2004 until February 2005, Mr. McMillen served as a consultant to Global Secure Corp. In addition, since October 2004, he has served as a Chairman of the Board of Global Defense Corporation, a homeland security consolidator focused on critical infrastructure security. From December 2003 to February 2004, Mr. McMillen served as Vice Chairman and Director of Sky Capital Enterprises, Inc., a venture firm, and until February 2005 served as a consultant. From March 2003 to February 2004, Mr. McMillen served as Chairman of Sky Capital Holdings, Ltd, Sky Capital Enterprises’ London stock exchange- listed brokerage affiliate. Mr. McMillen has also been Chief Executive Officer of Washington Capital Advisors, LLC, a merchant bank and one of our stockholders since 2004. In 2004, Mr. McMillen and David Mitchell, one of our directors, became managing members of M&M Advisors LLC, which is the general partner of a leveraged fund in the process of formation. He also served as Chairman of TPF Capital, its predecessor company, from 2001 through 2002. Mr. McMillen has also been an independent consultant throughout his career. From 1994 through 1999, Mr. McMillen served as the Founder, Chief Executive Officer and Director of Nasdaq-listed Complete Wellness Centers, Inc., a medical multi-disciplinary clinic management company. Mr. McMillen was appointed by President Clinton to Co-Chair the President’s Council on Physical Fitness and Sports from 1993 to 1997. From 1987 through 1993, he served three consecutive terms in the United States House of Representatives from the 4th Congressional District of Maryland. Prior to that, Mr. McMillen played 11 years in the National Basketball Association. Mr. McMillen received a Bachelor of Science in chemistry from the University of Maryland, and a Bachelor and Master of Arts from Oxford University as a Rhodes Scholar.
SEC filings: sec.gov |
