Another blank check company, Affinity Media International Corp., 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 publishing industry.
Affinity Media International Corp. – STILL IN REGISTRATION
Number of units being offered: 2,500,000
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: 3,125,000
Shares to be held by public shareholders: 2,500,000
Shares held by insiders: 625,000
Percentage held by public shareholders: 80.0%
Gross proceeds being raised: $20,000,000
Net proceeds to be held in escrow: $17,400,000
Escrowed proceeds per share applicable to future public shareholders: $6.96
Date of IPO: N/A
Date of original filing: September 30, 2005
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 625,000 shares purchased at $.04 per share. Total proceeds: $25,000.
Restrictions on insider shares: The shares will remain in escrow until the earlier of three years, the consummation of an acquisition, or the liquidation of the company.
Other insider requirements: The principals have agreed to purchase up to $1,000,000 of the warrants, at a price not to exceed $1.20 per warrant, within the first six months after the warrants begin trading independently.
Description of business: We are a blank check company organized under the laws of the State of Delaware on August 12, 2005. We were formed for the purpose of acquiring, merging with, engaging in a capital stock exchange with, purchasing all or substantially all, or purchasing a combination of substantially all plus a minority interest in the assets of, or engaging in any other similar business combination with a single operating entity, or one or more related or unrelated operating entities, or assets in the publishing industry and/or other related industries.
Biographical information for significant officers: Peter Engel. Mr. Engel is our chairman, chief executive officer and treasurer. Mr. Engel has been involved with the publishing industry since his first book, The Overachievers, was published by St. Martins Press in 1976. Since 1998, Mr. Engel has concentrated on building entrepreneurial enterprises, some of them in the publishing arena. Currently, Mr. Engel serves as chairman of Silverback Books, Inc., an independent, privately-held publisher of lifestyle and cooking books. From 1998 to 2000 he was the president of the audio book division of NewStar Media, Inc. (formerly a Nasdaq company). From 1992 to 1998 he was the president and CEO of Affinity Communications Corp., a West Coast publishing and book concept developer whose books were published by many major publishers including Crown, Harper Collins, Little Brown, McGraw Hill, Penguin, Pocket, Putnam, Random House, Regnery, St. Martins Press, Simon & Schuster and Viking. In 1980, Mr. Engel founded and became the president and CEO of The American Consulting Corporation (“ACC”), a marketing services firm. ACC’s clients included both magazines such as Parade in the United States and Woman Magazine in Great Britain, and many marketers such as Campbell Soup, Carter-Wallace, Coors, Citicorp, Clorox, Dunkin’ Donuts, Frito-Lay, Gillette, Johnson and Johnson, Kraft, Mattel, Nestle, Nike, Ocean Spray, PepsiCo, Quaker, and Seagram as well as over forty other companies. Among other initiatives, ACC proposed various publishing concepts to its clients. Mr. Engel took ACC public in 1987 and sold it in 1988. From 1971 to 1980, Mr. Engel was a senior executive at Colgate-Palmolive, where he was Vice President Latin America and Canada, and Vice President of Marketing Services, eventually rising to Group Vice President, Cosmetics and Beauty Accessories Division and President and CEO of Helena Rubinstein. In this capacity, Mr. Engel orchestrated the publication of the Helena Rubinstein Library of Beauty. From 1968 to 1970, he was CEO of Candy Corporation of America (“CCA”) and its public parent, Lehigh Coal and Navigation. At CCA, he led the roll up of several candy companies (including such brands as Bonomo’s Turkish Taffy, Mason Mints, Mason Dots, and Cella’s Cherries) to form an integrated candy group. From 1966 to 1968, Mr. Engel was General Manager, General Products Division, Philip Morris, where he was responsible for non-tobacco products including: Personna razor blades, an industrial blades business, Burma Shave, Clark Chewing Gum, and the launch of Kit-Kat candy bars. Mr. Engel began his career at Procter & Gamble as a Tide brand manager in Canada. He was then promoted to become one of the team of executives that opened P&G Germany. In 1964, Mr. Engel was moved to P&G’s Cincinnati headquarters. Mr. Engel is a former Associate Professor at the University of Southern California entrepreneurial Program. Under his own name, he is the author of three novels (High Gloss, A Controlling Interest, and Tender Offers), seven business books (The Overachievers, What’s Your Exit Strategy, The Exceptional Individual, Budgeting and Finance, Business Presentations and Public Speaking, Scam, and The SOHO Desk Reference, a Practical Guide for Entrepreneurs, ed.), and several gift books. In addition, he has ghost-written a number of books on alternative health and other issues. Mr. Engel has also been granted patents covering cosmetics, health related products, promotional concepts, and an Internet concept. He holds a B.Com from McGill University in Montreal, and has completed the course work, but not the dissertation, for a PhD in history at New York’s Columbia University.
Howard Cohl. Mr. Cohl is our president, secretary and a director. He has over 15 years experience in lifestyle marketing, publishing, and licensing. Mr. Cohl is the president of Silverback Books, Inc., a San Francisco and Los Angeles-based cookbook publisher founded in 1999. Mr. Cohl has led Silverback Book’s expansion into more branded publishing programs with the likes of Macy’s, Betty Crocker, HEB, ZonePerfect, Nestle and others. Prior to joining Silverback Books, Mr. Cohl founded Mi-5, a boutique marketing company and consultancy that developed publishing, licensing, sponsorship and distribution programs with Seagram’s, Twentieth Century Fox, Broadway Television Network, Clark Retail, and others. From 1998 until 2000, Mr. Cohl was the executive vice president of publishing and internet services at NewStar Media Inc. (formerly a Nasdaq-listed company), where he oversaw the marketing and sales of Newstar’s audio book business. From 1993 until 1998, Mr. Cohl was the senior vice president of Affinity Communications Corp., a West Coast publishing and book concept developer whose books were published by many major publishers including Crown, Harper Collins, Little Brown, McGraw Hill, Penguin, Pocket, Putnam, Random House, Regnery, St. Martins Press, Simon & Schuster and Viking. Corporate brands with whom publishing projects were developed included Burger King, Seagrams, Playskool, Office Depot, Van Heusen, Business Week, Freeman Cosmetics, Toys R Us, and the Friars Club. The company also developed a variety of alternative health information properties, including The Arthritis Cure which became a New York Times #1 non-fiction bestseller. From 1992 until 1993, Mr. Cohl was an associate and then partner at Crossroads Marketing Group, a Mountain View, California entertainment and sports marketing consultancy. Mr. Cohl began his career in 1987 as a practicing lawyer with Coblentz, Cahen, McCabe & Breyer in San Francisco. He received his B.A. in Political Science from the University of Wisconsin-Madison, and his J.D. with Honors from the University of San Francisco School of Law. Mr. Cohl is a member of the State Bar of California, the author of three published books, and a former part-time lecturer at the University of Southern California Marshall School of Business.
SEC filings: sec.gov |
