Another blank check company, Treehouse Partners Corporation, has filed an S-1. The deal is being underwritten by Merriman Curhan Ford & Co. The company is going to focus its acquisition efforts on acquiring an operating company in the technology-related sector.
Treehouse Partners Corporation – STILL IN REGISTRATION
Number of units being offered: 6,000,000
Proposed price per unit: $8.00
Terms of deal: One share of common stock and one warrant to purchase one share of common stock at $6.00 per share.
Underwriters: Merriman Curhan Ford & Co.
Proposed ticker symbols
Common stock: Not known
Warrants: Not known
Units: Not known
Common shares to be outstanding subsequent to IPO: 7,500,000
Shares to be held by public shareholders: 6,000,000
Shares held by insiders: 1,500,000
Percentage held by public shareholders: 80.0%
Gross proceeds being raised: $48,000,000
Net proceeds to be held in escrow: $42,710,000
Escrowed proceeds per share applicable to future public shareholders: $7.12
Date of IPO: N/A
Date of original filing: July 1, 2005
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 1,500,000 shares purchased at $.0167 per share. Total proceeds: $25,000.
Restrictions on insider shares: The officers have agreed not to request that their shares be registered until six months after the consummation of an acquisition.
Other insider requirements: The principals have agreed that they will purchase up to $720,000 worth of warrants at a price not to exceed $1.20 per warrant within 60 days from the date that the warrants begin trading independently of the units.
Description of business: Treehouse Partners 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, one or more operating businesses in the technology-related sector.
Biographical information for significant officers: Robert J. Majteles, our chairman, president and chief executive officer, has over 15 years of experience investing in and operating later-stage technology businesses. Since August 2002, Mr. Majteles has been the managing member of Treehouse Capital, LLC, a private investment firm that works exclusively with later-stage technology companies. From January 2000 to December 2001, Mr. Majteles was the chief executive officer of Citadon, Inc. (formerly Cephren, Inc.), a business-to-business company focused on the construction and heavy engineering marketplace. From November 1996 to December 1999, Mr. Majteles was the chief executive officer of ULTRADATA Corporation, a developer of banking software. From March 1993 to December 1995, Mr. Majteles was the chief executive officer of CAMAX Systems, Inc., a developer of mechanical CAD/CAM software. Mr. Majteles also serves as a director of Adept Technology, Inc., a manufacturer of robotic systems, motion control and machine vision technology, Unify Corporation, a provider of business process automation solutions, Vertical Communications, Inc., a provider of phone systems and voice applications, and World Heart Corporation, a medical device company providing implantable heart assist-therapy for end-stage congestive heart failure patients. Mr. Majteles is also a venture partner of Coral Capital Management, a venture capital firm. Mr. Majteles received a law degree from Stanford University in 1989 and a Bachelor of Arts degree from Columbia University in 1986.
SEC filings: sec.gov |
