Another blank check company, Restaurant Acquisition Partners, Inc., has filed an S-1. The deal is being underwritten by Capital Growth Financial LLC. The company is going to focus its acquisition efforts on acquiring an operating company in the restaurant industry.
Restaurant Acquisition Partners, Inc. – STILL IN REGISTRATION
Number of units being offered: 4,000,000
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: Capital Growth Financial LLC
Proposed ticker symbols
Common stock: RAPI
Warrants: RAPIW
Units: RAPIU
Common shares to be outstanding subsequent to IPO: 5,000,000
Shares to be held by public shareholders: 4,000,000
Shares held by insiders: 1,000,000
Percentage held by public shareholders: 80.0%
Gross proceeds being raised: $24,000,000
Net proceeds to be held in escrow: $20,400,000
Escrowed proceeds per share applicable to future public shareholders: $5.10
Date of IPO: N/A
Date of original filing: October 28, 2005
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 1,000,000 shares purchased at $.025 per share. Total proceeds: $25,000.
Restrictions on insider shares: The shares will remain in escrow until the earlier of three years from the date of the prospectus of the liquidation of the company.
Other insider requirements: The principals have agreed to purchase up to 750,000 warrants at a price not to exceed $.60 per warrant within 30 days after the warrants and common shares commence trading separately from the units.
Description of business: We are a blank check company organized under the laws of the State of Delaware on October 3, 2005. We were formed to effect a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business in the restaurant industry. To date, our efforts have been limited to organizational activities.
Biographical information for significant officers: Christopher R. Thomas has over 20 years of chain restaurant experience, including operations, concept and menu development, franchise relations and finance and revitalization turn-around efforts. From June 2003 through October 2005, he served as Chief Executive Officer, President and Director of Passport Restaurants, Inc., whose common stock is traded on the NASD pink sheets. In connection with his resignation from his management positions, Mr. Thomas entered into a consulting agreement with Passport Restaurants, Inc. to provide management services to it and its Pacific Ocean Restaurants subsidiary. From October 2001 to October 2005, Mr. Thomas served as Chief Executive Officer of Pacific Ocean Restaurants, Inc., a southern California based restaurant operating company, which acquires, grows and manages emerging, underdeveloped and underperforming restaurant chains. Mr. Thomas is responsible for the overall business strategy of Pacific Ocean Restaurants but does not administer its day-to-day operations and accordingly, devotes less than 5% of his time to Pacific Ocean Restaurants. From May 2000 until September 2001, he served as President of Planet Hollywood International, Inc., a publicly held company, where his focus was on the revitalization of the chain's menu and operations. Planet Hollywood filed for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code in October 1999 and October 2001. From January, 1997 through July, 1999, Mr. Thomas was President and Chief Executive Officer of Sizzler USA, a chain of 300 company and franchise family restaurants with annual sales in excess of $300 million. As CEO of Sizzler USA, Mr. Thomas led a turnaround of the domestic Sizzler business by re-positioning the Sizzler concept as the basis for a revitalization of its menu, facilities, operations, marketing, purchasing, employee recruitment and training. As a result, the Sizzler domestic division produced same store sales increases after 27 quarters of declines and produced annual profits in excess of $8 million after annual losses of more than $10 million. From April, 1984 to July, 1999, he was Executive Vice President and Chief Financial Officer of Sizzler International, Inc., a New York Stock Exchange listed company. While at Sizzler International, Inc., Mr. Thomas was responsible for multiple public debt and equity offerings, including offerings in international markets, and major acquisitions and divestitures including the sale of the domestic KFC division (209 restaurants), the sale of Collins Foods Service ($300 million in annual sales) and the purchase and sale of Naugles, Inc. (200 restaurants) among others. Mr. Thomas served as Chairman of the California Restaurant Association from 2000 to 2002. He is a Magna Cum Laude graduate of the University of Southern California, Los Angeles, California, where he earned a Bachelor of Science degree.
Clyde E. Culp III began his hospitality career in 1975 when he created Davco Foods, Inc. with five partners. Davco grew to be the largest Wendy's franchisee in the world with 146 restaurants when it was sold in 1987. Previously, Mr. Culp was Executive Vice President of Krystal Company, a chain of hamburger restaurants, and served on its board for 19 years. From 1988 to 1990 he worked for Promus Hotel Company as President and CEO of Embassy Suites Hotels and from 1990 to 1992 as Chief Operating Officer of Holiday Inns before it was sold. From 1993 to 1995, Mr. Culp served as President and CEO of Long John Silvers, a chain of 1,500 owned or franchised restaurants. Through his company, Culp Enterprises, LLC, Mr. Culp has been involved in a number of businesses since 1995. He is actively working as an advisor to the Shoney's and Captain D's restaurant chains and has ownership interest in and sits on the boards of New York Substantially, Memphis BBQ, Pacific Ocean Restaurants Passport Restaurants and Damon's of West Virginia. Additionally, Mr. Culp sits on the Boards of several privately held non-restaurant companies and is a majority owner and Chairman of McHenry Metals Golf Designs Corp., a manufacturer of premium drivers and putters.
John M. Creed founded Pacific Ocean Restaurants, Inc., a southern California based restaurants operating company which acquires, grows and manages emerging, underdeveloped and underperforming restaurants chains, in 1996, and has more than 30 years experience in the restaurant industry, and currently serves as Chairman and Chief Executive Officer. He is also a director of Passport Restaurants, Inc. From 1968 until April, 1996, Mr. Creed was Chairman and Chief Executive Officer of Chart House Enterprises, Inc., a NYSE listed restaurant chain of dinner houses which he grew from 12 to 75 units with annual sales exceeding $200 million under his leadership. During his tenure with Chart House, he served in many capacities, including President and Chief Operating Officer of the operating company, Diversified Restaurants, Inc., a public company with sales of $800 million and comprised of 800 Godfather's Pizzas, 500 Burger King restaurants and 10 Luther's Bar-B-Q restaurants as well as the Chart House restaurants. Mr. Creed has successfully led initial public offerings and management leveraged buy-outs of Chart House and numerous chain restaurant acquisitions and divestitures including Luther's Bar-B-Q, Islands Restaurants, Paradise Bakery and Cork `n Cleaver.
SEC filings: sec.gov |
