Another blank check company, Energy Services Acquisition Corporation, has filed an S-1. The offering is being underwritten by Ferris Baker Watts. The company is going to focus its acquisition efforts on acquiring an operating company in the energy services sector.
Energy Services Acquisition Corporation – STILL IN REGISTRATION
Number of units being offered: 10,000,000
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.
Underwriter: Ferris Baker Watts
Proposed ticker symbols
Common stock: Not known
Warrants: Not known
Units: Not known
Common shares to be outstanding subsequent to IPO: 12,500,000
Shares to be held by public shareholders: 10,000,000
Shares held by insiders: 2,500,000
Percentage held by public shareholders: 80.00%
Gross proceeds being raised: $60,000,000
Net proceeds to be held in escrow: $57,900,000 (including $1.2 million of offering costs deferred by the underwriters and $2 million from the sale of warrants to the directors prior to the offering)
Escrowed proceeds per share applicable to future public shareholders: $5.79
Date of IPO: N/A
Date of original filing: April 7, 2006
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 2,500,000 shares purchased at $.01 per share. Total proceeds: $25,000.
Restrictions on insider shares: The shares will remain in escrow until six months after the consummation of an acquisition.
Other insider requirements: Five of the directors have agreed to purchase 3,076,923 warrants at a price of $.65 per warrant in a private placement prior to the IPO. The $2 million in gross proceeds will be placed into the escrow account. In the event that the company is liquidated, the directors will not receive any of the escrowed funds.
The underwriters have also agreed to defer $1.2 million of their commissions until the company completes an acquisition. In the event that the company is liquidated, the underwriters will not receive any of the deferred fees.
Description of business: We are a blank check company organized under the laws of the State of Delaware on March 31, 2006. We were formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition or other similar business combination, an operating business. We do not have any specific business combination under consideration, and we have not had any preliminary contacts or discussions with any target business regarding a business combination. No person or entity either representing us or affiliated with us has taken any indirect or direct measure to search for or locate a target business. Our efforts in identifying a prospective target business will not be limited to a particular industry, although we intend to focus our efforts on acquiring an operating business in the energy services sector headquartered in North America.
Biographical information for significant officers: Marshall T. Reynolds has served as Chairman of the Board of Directors of the Company since our inception. Mr. Reynolds has served as Chief Executive Officer and Chairman of the Board Directors of Champion Industries, Inc., a commercial printer, business form manufacturer and supplier of office products and furniture, from 1992 to the present, and sole shareholder from 1972 to 1993; President and General Manager of The Harrah & Reynolds Corporation, from 1964 (and sole shareholder since 1972) to present; Chairman of the Board of Directors of Portec Rail Products, Inc.; Chairman of the Board of Directors of the Radisson Hotel in Huntington, West Virginia; and Chairman of the Board of Directors of McCorkle Machine and Engineering Company in Huntington, West Virginia. Mr. Reynolds also serves as a Director of the Abigail Adams National Bancorp, Inc. in Washington, D.C.; Chairman of the Board of Directors of First Guaranty Bank in Hammond, Louisiana; and Chairman of the Board of Directors of Premier Financial Bancorp, Inc. in Huntington, West Virginia. Mr. Reynolds is the father of Jack Reynolds.
Jack Reynolds has served as President, Chief Financial Officer and a member of the Board of Directors of the Company since its inception. Mr. Reynolds has been a Vice president of Pritchard Electric Company since 1998. Pritchard is an electrical contractor providing electrical services to both utility companies as well as private industries. Mr. Reynolds also serves as a Director of Citizens Deposit Bank of Vanceburg Kentucky.
Edsel R. Burns has been a Director since our inception. Mr. Burns has been President and Chief Executive officer of C. J. Hughes Construction Company, Inc. from September of 2002 to the present. C J Hughes is a underground utility construction company specializing in gas and water line replacement as well as utility environmental issues. From January 2002 to September of 2002, Mr. Burns was self-employed as an independent financial consultant to banks. From June of 2001 to December 2001, Mr. Burns was the Chief Financial Officer for Genesis Health Systems, a holding company for a collaborative group of three hospitals, two in Huntington, West Virginia and one in Point Pleasant, West Virginia. Mr. Burns is a Certified Public accountant and is a member of the American Institute of Certified Public Accountants as well as the West Virginia and Ohio societies of CPAs. He also is on the Board of Directors of Premier Financial Bancorp, Inc.
SEC filings: sec.gov |
