Another blank check company, Rhapsody Acquisition Corp., has filed an S-1. The offering is being underwritten by EarlyBirdCapital, Inc. The company is going to focus its acquisition efforts on acquiring an operating entity in an as yet unidentified industry.
Rhapsody Acquisition Corp. – STILL IN REGISTRATION
Number of units being offered: 4,500,000
Proposed price per unit: $8.00
Terms of deal: One share of common stock and a warrant to purchase one additional share of common stock at $6.00 per share.
Underwriter: EarlyBirdCapital, Inc.
Proposed ticker symbols
Common stock: N/A
Warrants: N /A
Units: N/A
Common shares to be outstanding subsequent to IPO: 5,625,000
Shares to be held by public shareholders: 4,500,000
Shares held by insiders: 1,125,000
Percentage held by public shareholders: 80.00%
Gross proceeds being raised: $36,000,000
Net proceeds to be held in escrow: $34,150,000 (including $360,000 of offering costs deferred by the underwriters and $1,250,000 from the sale of warrants to certain of the insiders concurrent with the offering)
Escrowed proceeds per share applicable to future public shareholders: $7.59
Date of IPO: N/A
Date of original filing: June 2, 2006
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 1,125,000 units purchased at $.022 per unit. Total proceeds: $25,000.
Restrictions on insider shares: The common shares shall remain in escrow until the earlier of one year after the consummation of an acquisition or the liquidation of the company.
Other insider requirements: Concurrent with the public offering certain of the insiders will purchase 1,136,364 warrants at a price of $1.10 per warrant, for a total purchase price of $1,250,000. The gross proceeds from this transaction will be placed into the escrow account. In the event that the company is liquidated, the insiders will not receive any of the escrowed funds.
The underwriters have also agreed to defer $360,000 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 recently organized Delaware blank check company incorporated on April 24, 2006 in order to serve as a vehicle for the acquisition of an operating business. Our efforts to identify a prospective target business will not be limited to a particular industry.
Biographical information for significant officers: Eric S. Rosenfeld has been our chairman of the board, chief executive officer and president since our inception. Mr. Rosenfeld has been the chairman of the board, chief executive officer and president of Arpeggio Acquisition Corporation, an OTC Bulletin Board-listed blank check company formed to effect a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business, since its inception in April 2004. Mr. Rosenfeld has been the President and Chief Executive Officer of Crescendo Partners, L.P., a New York-based investment firm, since its formation in November 1998. He has also been the Senior Managing Member of Crescendo Advisors II LLC, the entity providing us with general and administrative services, since its formation in August 2000. Prior to forming Crescendo Partners, Mr. Rosenfeld had been Managing Director at CIBC Oppenheimer and its predecessor company Oppenheimer & Co., Inc. since 1985. He was also Chairman of the Board of Spar Aerospace Limited, a company that provides repair and overhaul services for aircraft and helicopters used by governments and commercial airlines, from May 1999 through November 2001, until its sale to L-3 Communications. He served as a director of Hip Interactive, a Toronto Stock Exchange-listed company that distributes and develops electronic entertainment products, from November 2004 until July 2005. Mr. Rosenfeld also served as a director of AD OPT Technologies Inc., which was a Toronto Stock Exchange-listed company from April 2003 to November 2004, when it was acquired by Kronos Inc. Mr. Rosenfeld also served as a director and head of the special committee of Pivotal Corporation, a Canadian based customer relations management software company that was sold to chinadotcom in February 2004. Mr. Rosenfeld is currently Chairman of the Board of CPI Aerostructures, Inc., an American Stock Exchange-listed company engaged in the contract production of structural aircraft parts principally for the United States Air Force and other branches of the U.S. armed forces. He became Chairman in January 2005 and a director in April 2003. He has been the Chairman of the Board of Computer Horizons Corp., a Nasdaq listed company, providing IT professional services with a concentration in sourcing and managed services since October 2005. He has been a director of Sierra Systems Group, Inc., a Toronto Stock Exchange-listed information technology, management consulting and systems integration firm based in Canada since October 2003, a director of Emergis Inc., a Toronto Stock Exchange-listed company that enables the electronic processing of transactions in the finance and healthcare industries, since July 2004, and was a director of Geac Computer Corporation Limited, a Toronto Stock Exchange and Nasdaq listed software company that was recently acquired by another company, from October 2005 through March 2006. Mr. Rosenfeld is a regular guest lecturer at Columbia Business School and has served on numerous panels at Queen’s University Business Law School Symposia, McGill Law School, the World Presidents’ Organization and the Value Investing Congress. He is a faculty member at the Director’s College. He has also been a regular guest host on CNBC. Mr. Rosenfeld received an A.B. in economics from Brown University and an M.B.A. from the Harvard Business School.
SEC filings: sec.gov |
