Another blank check company, Taliera Corp., has filed an S-1. The offering is being underwritten by Morgan Joseph. The company is going to focus its acquisition efforts on acquiring an operating entity in the global alcohol beverage industry.
Taliera Corp. – STILL IN REGISTRATION
Number of units being offered: 7,500,000
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: Morgan Joseph
Proposed ticker symbols
Common stock: Not known
Warrants: Not known
Units: Not known
Common shares to be outstanding subsequent to IPO: 9,375,000
Shares to be held by public shareholders: 7,500,000
Shares held by insiders: 1,875,000
Percentage held by public shareholders: 80.00%
Gross proceeds being raised: $60 million
Net proceeds to be held in escrow: $57,100,000 (includes $1.2 million of offering costs deferred by the underwriter and $600,000 from the sale of securities to certain of the insiders)
Escrowed proceeds per share applicable to future public shareholders: $7.61
Date of IPO: N/A
Date of original filing: July 28, 2006
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 1,875,000 shares purchased at $.0133 per share. Total proceeds: $25,000.
Restrictions on insider shares: The common shares shall remain in escrow until one year after the consummation of an acquisition.
Other insider requirements: Certain of the insiders have agreed to purchase 500,000 warrants at $1.20 per warrant in a private placement prior to the offering. Total proceeds: $600,000.
The underwriters have also agreed to defer $1,2 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 recently organized Delaware blank check company incorporated on June 28, 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, although we intend to focus our search on target businesses operating in the global beverage alcohol industry. We have not, nor has anyone on our behalf, contacted directly or indirectly any potential businesses for potential acquisition or had any discussions with the owners of any such businesses or their representatives. No prospective targets are under consideration nor have we engaged any agent or other representative to identify any possible business combination targets.
Biographical information for significant officers: S.K. Johnston III, has served as our Chairman since our inception. Mr. Johnston also serves on the Board of Directors of Coca-Cola Enterprises Inc. (NYSE: CCE), the world's largest marketer, distributor, and producer of bottle and can liquid nonalcoholic refreshment. After a 27-year career with Coca-Cola Enterprises, Mr. Johnston retired from Coca-Cola Enterprises in 2004, where he last served as Executive Vice President and Chief Strategy and Business Development Officer. Mr. Johnston has also served as a Director of the Krystal Company, a quick service restaurant, MetaTek International Inc., a specialty metal castings company, Southern Screens Entertainment LLC, a real estate development and cinema house business in Argentina, and eSkye Solutions, Inc., a leading software and services provider to the global beverage industry. Mr. Johnston received a bachelor of arts degree from Eckerd College.
J. Smoke Wallin, has served as our Chief Executive Officer, Chief Financial Officer, Secretary and a Director since our inception. He is also Chairman and Chief Executive Officer of eSkye Solutions, Inc., a company he founded in 1999 and where he raised over $60 million in equity financing.
From 1998 to 2004, Mr. Wallin was Executive Vice President, Chief Financial Officer, Secretary and a member of the Board of Directors of National Wine and Spirits, Inc., one of the nation's largest wine and spirits distributors. From 2002 to 2004, Mr. Wallin was President and Chairman of the Wine & Spirits Wholesalers of America (WSWA) the national trade association for wine and spirits distribution. In 1994, together with other next generation leaders in the wine and spirits wholesale tier, Mr. Wallin founded and until 1996 served as Chairman of the Counsel for Leadership Development to foster leadership within the WSWA.
Mr. Wallin received a MBA in Finance, Marketing and Operations from Vanderbilt University-Owen School of Management and a BS in Applied Economics and Management from Cornell University. Since 1998, he has served on the Alumni Board of Vanderbilt University's Business School and since 2002, he has chaired the Foundation for Entrepreneurship & Experiential Learning, an affiliate of the Junior Achievement of Central Indiana Foundation. In 2005, Mr. Wallin founded and currently acts as chairman of the Wine Industry Technology Symposium.
SEC filings: sec.gov |
