Another blank check company, Alpha Security Group Corporation, has filed an S-1. The deal is being underwritten by Maxim Group LLC. The company is going to focus its acquisition efforts on acquiring an operating company in the homeland security or defense industries.
Alpha Security Group Corporation – STILL IN REGISTRATION
Number of units being offered: 8,000,000
Proposed price per unit: $8.00
Terms of deal: One share of common stock and a warrant to purchase one share of common stock at $6.00 per share.
Underwriters: Maxim Group LLC
Proposed ticker symbols
Common stock: Not known
Warrants: Not known
Units: Not known
Common shares to be outstanding subsequent to IPO: 10,000,000
Shares to be held by public shareholders: 8,000,000
Shares held by insiders: 2,000,000
Percentage held by public shareholders: 80.0%
Gross proceeds being raised: $64,000,000
Net proceeds to be held in escrow: $57,210,000
Escrowed proceeds per share applicable to future public shareholders: $7.15
Date of IPO: N/A
Date of original filing: August 31, 2005
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 2,000,000 shares purchased at $.0125 per share. Total proceeds: $25,000.
Restrictions on insider shares: The shares will remain in escrow until the earlier of three years, the liquidation of the company, or the consummation of an acquisition.
Other insider requirements: The CEO has agreed to purchase up to $1,000,000 of the 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: We are a recently organized Delaware blank check company formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition or other similar business combination, one or more domestic or international operating businesses in the homeland security or defense industries or a combination thereof.
Biographical information for significant officers: STEVEN M. WASSERMAN has served as our chief executive officer and secretary since April 2005 and as our president and co-chairman of the board of directors since August 2005. From April 2005 to August 2005, Mr. Wasserman also served as our chairman. Mr. Wasserman also currently serves as the managing partner of AMT Ventures LLC, an entity primarily engaged in public and private equity and debt investments on a principal basis, a position he has held since April 2004. In addition, Mr. Wasserman is the managing partner of AMT Capital Partners LLC, an investment banking and advisory firm, a position he has held since June 1998. From June 1997 to July 2001, Mr. Wasserman was the managing director of the Cardinal Fund, a risk arbitrage fund.
ROBERT B. BLAHA has served as our chief management officer, executive vice president and a director since July 2005. Mr. Blaha currently serves as the president of Human Capital Associates, a management consulting company, a position he has held since June 1993. Since February 2003, Mr. Blaha has also served as the vice chairman and member of the board of directors of Integrity Bank & Trust, a commercial bank based in Colorado Springs, Colorado. During his career, Mr. Blaha has held senior management positions with Ford Motor Company (NYSE: F), Monsanto Company (NYSE: MON), Engelhard Corporation (NYSE: EC) and Asea Brown Boveri (NYSE: ABB). Mr. Blaha has authored numerous articles and three books, entitled "Beyond Survival," "The Archer Chronicles" and "The Lean Six Sigma Accelerator," on issues relating to high performance work systems, leadership and achieving organizational wide commitment to change and efficiency.
SEC filings: sec.gov |
