Another blank check company, Symmetry Holdings, Inc., has filed an S-1. The offering is being underwritten by FTN Midwest Securities Corp. The company is going to focus its acquisition efforts on acquiring a company in the basic industries sector.
Symmetry Holdings, Inc. – STILL IN REGISTRATION
Number of units being offered: 18,750,000
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 $5.50 per share.
Underwriter: FTN Midwest Securities Corp.
Proposed ticker symbols
Common stock: N/A
Warrants: N /A
Units: N/A
Common shares to be outstanding subsequent to IPO: 23,437,500
Shares to be held by public shareholders: 18,750,000
Shares held by insiders: 4,687,500
Percentage held by public shareholders: 80.00%
Gross proceeds being raised: $150,000,000
Net proceeds to be held in escrow: $143,775,000 (includes $6.0 million of offering costs deferred by the underwriter and $1.5 million from the sale of warrants to certain of the insiders)
Escrowed proceeds per share applicable to future public shareholders: $7.67
Date of IPO: N/A
Date of original filing: June 27, 2006
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 4,687,500 shares purchased at $.001 per unit. Total proceeds: $4,637.
Restrictions on insider shares: The common shares shall remain in escrow until after the consummation of a business combination.
Other insider requirements: Certain of the insiders have agreed to purchase 1,666,667 warrants in a private placement prior to the offering for an aggregate purchase price of $1.5 million. The insiders have also agreed to purchase 187,500 of the units being sold in the offering. The total proceeds from the sale of the warrants will be placed into the escrow account.
The underwriters have also agreed to defer $6.0 million of their fees until the company completes an acquisition.
In the event that the company is liquidated, neither the insiders nor the underwriters will receive any of the escrowed proceeds.
Description of business: We are a development stage company, with nominal assets and without an operating business, organized under the laws of the State of Delaware on April 26, 2006. We were formed for the purpose of acquiring one or more operating businesses, through a merger, capital stock exchange, asset acquisition, stock purchase or other similar business combination, and managing such businesses. Our efforts in identifying target businesses will be focused primarily on industrial, asset-based businesses that are in, or are suppliers to, the basic industries sector. This sector encompasses a broad range of primary industries, including, among others, metals and materials, transportation and distribution, chemicals, mining and energy and energy-related infrastructure. We believe that this sector is critical to economic expansion globally and that it will continue to grow as the global economy continues to expand. Although the location of a target business is not geographically limited, we intend to focus our efforts on acquiring a business that is located in North America.
Biographical information for significant officers: Gilbert E. Playford became non-executive Chairman of the Board in April 2006. Mr. Playford will become a member of our audit committee upon the closing of this offering. Since August 2005, he has served as Chairman, Chief Executive Officer and President of GBS Gold, an international gold company that he formed through multiple acquisitions. He joined GrafTech in June 1998, serving as its Chief Executive Officer and President, and from September 1999 its Chairman of the Board, until his retirement in February 2005. From June 1996 until June 1998, Mr. Playford was the President and Chief Executive Officer of LionOre, a company that he helped develop and grow, through acquisitions and exploration success, into one of the western world’s top ten nickel producers listed on the London, Toronto, Australia and Botswana stock exchanges. Mr. Playford joined Union Carbide in 1972 and held various management positions, including Vice President, Principal Financial Officer and Treasurer, Corporate Vice President for Strategic Planning and Chief Executive Officer positions in various Union Carbide subsidiaries, including subsidiaries in Canada, Germany and Belgium, until he resigned in January 1996. He holds a Bachelor of Engineering degree from McGill University and an MBA from York University, Ontario, Canada. Mr. Playford is currently Deputy Chairman of LionOre, where he is also Chairman of the Human Resources, Nomination and Governance Committee and a member of the Audit Committee.
Corrado De Gasperis became Chief Executive Officer and a director in April 2006. From May 2001 to December 2005, he served as Chief Financial Officer of GrafTech, a global manufacturer of industrial graphite and carbon-based materials, in addition to his duties as Vice President and Chief Information Officer, which he assumed in February 2000. He served as Controller of GrafTech from June 1998 to February 2000. From 1987 through June 1998, he was with KPMG, most recently as Senior Assurance Manager in the Manufacturing, Retail and Distribution Practice, where he served clients such as General Electric Company, Union Carbide, E. Merck OHG, Eagle Electric Manufacturing Company, Playtex Products Inc., and Precision Valve Corporation. KPMG had announced his admittance as a partner, effective July 1, 1998. He was a Certified Public Accountant in Connecticut with KPMG and holds a BBA from the Ancell School of Business at Western Connecticut State University. Mr. De Gasperis is currently a director of GBS Gold, where he is also the Chairman of the Corporate Governance and Compensation Committee and a member of both the Audit and Finance and the Nominating and Advisory Committees.
Domenico Lepore became our President and a director in April 2006. Since 1996, Dr. Lepore has been President of ILUT Srl (and its predecessor firm, MST Methods for Systems Thinking Srl), an Italian management firm, which he founded, specializing in the turnaround and improvement of national and multinational businesses, primarily based in Europe and the U.S. Dr. Lepore has been instrumental in the turnaround of a wide range of businesses in industries including aluminum, automotive, printing, diversified industrial and consumer products. From 1991 to 1996, Dr. Lepore was the business liaison in Quality Management for the Management School of the Camera di Commercio di Milano, a major governmental interface with businesses in Milan. From 1993 to 1996, he was Italy’s representative for the ISO Technical Committee 176, in Geneva, Switzerland, responsible for the development of the ISO 9000 family of standards. Dr. Lepore is a Deming scholar and has been a member of the British Deming Association since 1993. He began his career in 1988 working for Vila Srl, a consortium of small and medium-sized enterprises formed for the purpose of scouting technologies, products and intellectual property and facilitating collaborations between European partner companies, which resulted in the start up of many new businesses in Italy funded by private equity and the European Community. Dr. Lepore is a former Senior Advisor to and member of Inn.Tec, a consortium of nearly 200 companies in Brescia, the steel and aluminum district of Italy and one of the richest industrial areas in Europe. Dr. Lepore also advises the Milan Euro Info Centre for the Palazzo dell’ Innovazione, the European Union Office for the development of strategies to support technological innovation in the Lombardy Region of Italy. He obtained his degree in Physics (Dottore in fisica) from the University of Salerno in 1988, with a research thesis on non-linear dynamics in superconductors, which was published in the paper entitled Twenty-junction arrays for a Josephson voltage standard at 100 mV level, D. Andreone, V. Lacquaniti, G. Costabile, D. Lepore, R. Monaco, S. Pagano, in Stimulated Effects in Josephson Devices, M. Russo and G. Costabile Eds., World Scientific Pub. Co, Singapore, 1988, p. 1-12.
SEC filings: sec.gov |
