Another blank check company, Global Services Partners Acquisition Corp., has filed an S-1. The deal is being underwritten by HCFP/Brenner Securities LLC. The company is going to focus its acquisition efforts on acquiring an operating company in the business processes industries.
Global Services Partners Acquisition Corp. – STILL IN REGISTRATION
Number of units being offered: 400,000 Series A Units and 2,600,000 Series B Units
Proposed price per unit: $10.50 per Series A Unit and $10.10 per Series A Unit
Terms of deal: Series A Units: Two shares of Class A common stock and warrants to purchase ten shares of common stock at $5.00 per share; Series B Units: Two shares of Class B common stock and warrants to purchase two shares of common stock at $5.00 per share.
Underwriters: HCFP/Brenner Securities LLC
Proposed ticker symbols
Common stock: Not known
Warrants: Not known
Units: Not known
Common shares to be outstanding subsequent to IPO: 800,100 Class A shares and 5,200,000 Class B shares
Shares to be held by public shareholders: 800,000 Class A shares and 5,200,000 Class B shares
Shares held by insiders: 100 Class A shares. In addition to the Class A shares, the insiders own warrants to purchase 2,911,060 common shares at $5.00 per shares.
Percentage held by public shareholders: 99.99% of the Class A shares and 100% of the Class B shares.
Gross proceeds being raised: $30,460,000
Net proceeds to be held in escrow: $26,260,000
Escrowed proceeds per share applicable to future public shareholders: $5.05 (Class B shares only)
Date of IPO: N/A
Date of original filing: September 15, 2005
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 100 Class A shares purchased at $5.00 per share. Total proceeds: $500. In addition to the Class A shares, the insiders own warrants to purchase 2,911,060 common shares at $5.00 per shares.
Restrictions on insider shares: The insiders have agreed not to sell any of their securities until after the consummation of an acquisition.
Other insider requirements: None.
Description of business: We are a Delaware blank check company incorporated on August 10, 2005, to serve as a vehicle for the acquisition of an operating business. Our efforts in identifying a prospective target business will not be limited to a particular industry. However, our management has significant experience and relationships in the business process services industry and we intend to initially focus on target businesses in this industry.
Biographical information for significant officers: Rahul Prakash has been our Chairman of the Board and Chief Executive Officer since our inception. Mr. Prakash has served as the President and Chief Executive Officer of Everest Telecom LLC, a private investment firm that invests and manages investments in business services, software services, telecommunications and related businesses, since he founded that company in April 2002. Since March 2005, he also has served as the Chairman of the Board of Softscribe, a business process services company based in India, and since February 2005, has served as the Chairman of the Board of Everest Services, a software outsourcing firm, both of which are portfolio companies of Everest Telecom. From 1994 to 1997, Mr. Prakash was Vice President of Telcom Ventures, a private equity firm, and thereafter served as that company’s President from 1997 to September 2002. During his tenure, Telcom was an early investor in: XM Satellite Radio Holdings, Inc., a Nasdaq listed company; Aether Holdings, Inc., a Nasdaq listed company; Teligent, Inc., which was formerly a Nasdaq listed company; Mobile Satellite Ventures; Ubiquitel PCS, an affiliate of Sprint Corp., a New York Stock Exchange listed company; and BPL Mobile, a cellular operator in India, among others. Under Mr. Prakash’s leadership, Telcom also invested in Wireless Ventures of Brazil and Wireless Ventures of Argentina, which were collectively acquired in 1997 by Nextel Partners, Inc., a Nasdaq listed company. During his tenure at Telcom, Mr. Prakash served on the boards of two publicly-traded portfolio companies, Aether (from 1996 to June 2001), and Teligent (from May 2001 to September 2002). From 1991 to 1997, Mr. Prakash was employed with LCC International, Inc., a Nasdaq listed telecommunications company, as Vice President and Special Advisor to the Chairman. While at LCC, Mr. Prakash also served as Head of Business Development for Telemate, a joint venture of France Telecom and LCC International based in Paris (from 1993 to 1994). Mr. Prakash was a founding board member of the Indian CEO Council of the U.S., an organization of senior executive entrepreneurs, serving from 1996 until March 2005. Mr. Prakash received a B.A. with honors and an M.B.A. from Delhi University and an M.B.A. from American University.
Abhishek Jain has been our President and a member of our Board of Directors since our inception. Mr. Jain has been the Chief Executive Officer of WTP Capital, LLC, a private equity firm, since December 2004, and Chief Executive Officer of Washington Technology Partners, Inc., an affiliated private equity firm, since 2000. Both WTP Capital and Washington Technology Partners focus on investments in the business services sector using principals of international labor-rate arbitrage. From January 2003 to July 2003, Mr. Jain was President of Megasoft Limited, a Bombay Stock Exchange listed software solutions company. In 1998, Mr. Jain was a founding partner in the law firm of Jones Jain LLP, a corporate law firm, and remained a partner at that firm until September 2000, when it was acquired by Greenberg Traurig, another corporate law firm. From 1995 to 1998, he was an attorney at Jones, Day, Reavis & Pogue, a corporate law firm, and from 1994 to 1995 he was an attorney at Holland & Knight, a corporate law firm. From 1996 to September 2000, Mr. Jain served as counsel to the Embassy of India in the U.S. Mr. Jain was a Governor-appointed member of the Board of the Virginia Biotechnology Research Park Authority, a public entity that governs Virginia’s biotechnology parks, from June 2001 to June 2005. Mr. Jain was Co-President and Board member of the Indian CEO Council from March 2002 to March 2005. Mr. Jain received a B.S., cum laude, from Towson State University and a J.D. from the University of Maryland School of Law.
Avinash Vashistha has been our Executive Vice President, Chief Financial Officer and a member of our Board of Directors since our inception. Since 2000, Mr. Vashistha has been a Managing Partner, Director and Chairman of neoIT, a company he co-founded, and also serves as its Managing Director for Asia-Pacific operations. neoIT is an advisory and management firm that advises clients regarding offshore IT and business services. In his roles at neoIT, Mr. Vashistha has directly assisted clients in outsourcing more than $1 billion of business and IT services offshore. Mr. Vashistha co-authored the book, The Offshore Nation, published by McGraw-Hill, and lectures on globalization in international media and industry forums. From 1996 to 2000, Mr. Vashistha worked for Nortel Corporation, a New York Stock Exchange listed communications equipment manufacturer, where he served as Director of International Research and Development Operations (India). In this capacity, Mr. Vashistha established and headed Nortel’s Indian outsourcing operations, which was comprised of more than 1,500 personnel. From 1992 to 1996, as Director of European Delivery (U.K.) for Nortel, Mr. Vashistha led the design, development, deployment and support of large telecommunications networks for major U.K. and European clients. Mr. Vashistha also initiated offshoring work for Nortel to Vietnam, Turkey, Ireland, Israel, Russia and India. Mr. Vashistha was a Senior Manager with Nortel from 1990 to 1991 in the U.S. responsible for network management, client solutions, deployment and support. Prior to working at Nortel, Mr. Vashistha worked with AT&T, Verizon and Lucent in the U.S., designing and creating telecom, network, and enterprise client solutions. Mr. Vashistha received a B.Tech. from the Indian Institute of Technology in Kanpur, India, an M.S. from the University of Alberta, Canada and an M.B.A. from the University of Phoenix.
SEC filings: sec.gov |
