Another blank check company, TransTech Service Partners, Inc., has filed an S-1. The offering is being underwritten by Maxim Group LLC. The company is going “to focus on identifying one or more small- to mid-market U.S. and/or European based operating companies engaged in the delivery of Information Technology and Information Technology Enabled Services (ITES), Business Process Outsourcing (BPO) and/or Knowledge Process Outsourcing (KPO) (collectively referred to by us as business services).”
TransTech Service Partners, Inc. – STILL IN REGISTRATION
Number of units being offered: 6,000,000 (not including 166,667 units to be purchased by certain of the insiders)
Proposed price per unit: $6.00
Terms of deal: One share of common stock and a warrant to purchase one additional share of common stock at $4.10 per share.
Underwriter: Maxim Group LLC
Proposed ticker symbols
Common stock: Not known
Warrants: Not known
Units: Not known
Common shares to be outstanding subsequent to IPO: 7,708,334
Shares to be held by public shareholders: 6,000,000
Shares held by insiders: 1,708,334 (includes 166,667 shares to be purchased by the insiders)
Percentage held by public shareholders: 77.84%
Gross proceeds being raised: $37 million (includes the proceeds from the sale of 166,667 units to the insiders)
Net proceeds to be held in escrow: $35.1 million (includes $720,000 of offering costs deferred by the underwriter, $1 million from the sale of securities to certain of the insiders and a $500,000 loan from one of the insiders)
Escrowed proceeds per share applicable to future public shareholders: $5.85
Date of IPO: N/A
Date of original filing: October 19, 2006
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 1,541,667 shares purchased at $.0162 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 1 million units in a private placement prior to the offering. One of the insiders has agreed to loan the company $500,000. Total proceeds: $2 million.
The underwriters have also agreed to defer $720,000 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 blank check company known as a Business Combination Company™ or BCC™. We were formed under the laws of the State of Delaware on August 16, 2006 for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase or other similar business combination, an unidentified operating business. While our efforts in identifying a prospective target business will not be limited to a particular industry segment or location within the business services industry, we initially intend to focus on identifying one or more small- to mid-market U.S. and/or European based operating companies engaged in the delivery of Information Technology and Information Technology Enabled Services (ITES), Business Process Outsourcing (BPO) and/or Knowledge Process Outsourcing (KPO) (collectively referred to by us as business services), whose operations are particularly suitable for operational and productivity improvements, which would include leveraging delivery centers located in offshore countries, such as India.
Biographical information for significant officers: Suresh Rajpal has been our Chairman of the Board of Directors, Chief Executive Officer and President since our incorporation on August 16, 2006. Mr. Rajpal offers over 35 years of entrepreneurial and multinational work experience covering the United States, Japan, Hong Kong and India. He was the recipient of the Entrepreneur of the Year Award for companies started in the previous three years from Ernst & Young, India in 2000. In addition, he has received the U.S. Ambassador's Award for distinguished service in strengthening the relationship between the United States and India and for extraordinary service to American business in India as President of the American Business Council.
Mr. Rajpal established Hewlett-Packard Company's India operations in 1989 and was its President and Chief Executive Officer since setting up the operations until 1999. From 1984 to 1988, Mr. Rajpal was the Director of Sales, Marketing & Support at Hewlett-Packard Company Asia with accounts generating revenue in excess of $1.6 billion. Mr. Rajpal's career with Hewlett-Packard Company spanned 29 years in several senior managerial positions in the United States, Canada, Asia and Latin America. Following Hewlett-Packard, Mr. Rajpal co-founded eCapital Solutions in April 1999, a company that owned intellectual properties in a number of different technology areas. Until April 2001, Mr. Rajpal was the President and Chief Executive Officer of Trigyn Technologies Limited which was formed through the merger of eCapital Solutions and Leading Edge Systems Ltd, a listed entity on the Bombay Stock Exchange in India. In September 2001, Mr. Rajpal co-founded Tecnova India, which provides consulting services to emerging growth companies in India. In July 2006, he founded Visnova Solutions, a focused software solutions and high-end KPO/BPO organization.
Mr. Rajpal currently serves as a member of the board of directors of various public and privately held companies which include Chairman of the Board of Directors of Four Soft Ltd, an enterprise solutions company that develops software products, listed on the National Stock Exchange (NSE) India; GISIL Ltd., which specializes in designing and building device optimizing technologies for embedded computing devices and MAHLE Filter Systems India, an Indian subsidiary of the MAHLE Group, Germany, a leader in engine components worldwide. He is the Business Excellence advisor to the Anand Automotive Systems' group of companies, a leading manufacturer of automotive components and systems in India, and chairs their IT committee. Mr. Rajpal is an Electrical Engineer from the Benaras Hindu University, India and earned his MBA from York University, Toronto, Canada.
Graham Norton-Standen has been a director of our company and our Director of Strategy since September 25, 2006. Mr. Norton-Standen has over 25 years experience serving Fortune 500 and other blue chip companies like BT Group plc (British Telecom), Hewlett-Packard Company, Deutsche Bank AG, Reuters, P&O, ING and other financial and business organizations. Since 2002, Mr. Norton-Standen has been the Chairman and Chief Executive Officer of Applied Intelligence Group, a consulting firm focused on providing brokering, information technology, business transformation and structured investment services covering Europe, North America and Asia Pacific. From 1999 through 2002, as the Chief Executive Officer of Gartner International, a leading technology-related research and consulting service provider, Mr. Norton-Standen was responsible for all of the company's business outside the United States and was instrumental in restructuring the company. From 1995 through 1999, Mr. Norton-Standen served at various senior level positions at EDS, a Fortune 500 service provider, with a portfolio that includes information-technology, applications and business process services. He was President, Strategic Growth Market, EDS (1998-99), the Group Managing Director, Emerging Markets of EDS (1996 to 1998), Managing Director of the Wireless Division Europe (1995 to 1996) and the Managing Director of the EDS Communications and Media Division in 1995. Prior to joining EDS, Mr. Norton-Standen worked for Digital Equipment Corporation in the Energy and Utilities sector from 1987 to 1994. During this period, he became the head of business development, which included guiding a number of U.K., European and Asia Pacific utilities companies on IT issues in the critical run-up to privatization in 1989. From 1994 to 1995, he was Director of the Mega Deal Group.
Mr. Norton-Standen has served as board member and/or corporate advisor to a number of professional and government bodies including the European Commission, the World Energy Council, the Centre for European Policy Studies and the Governments of Sweden and Australia in the run up to privatization of certain industries. He also served as a board member to the United States Trade and Investment Council based in Brussels. He is currently on the board of Educational Adventures "Danger Rangers" in the United States, a U.S. cartoon company, focused on child safety, E-Pocket, an electronic payments company, Global Sterling Payments Systems (Canada) & (UK) and is an Advisor to IntegraSP.UK, a provider of seamless technology integration solutions.
LM Singh has been our Chief Financial Officer, Executive Vice President, Secretary and Treasurer and a member of our Board of Directors since our incorporation. He has over 20 years experience in a global work environment covering private equity investments, corporate finance, buy-outs, capital markets, audit and control. Since January 2003, Mr. Singh has been the founder and managing partner of Lotus Capital Partners, LLC, New York, an investment advisory firm that specializes in cross-border transactions between the United States and India for companies primarily in the software and business services sector.
In February 2005, Mr. Singh co-founded FiNoble Advisors Ltd, New Delhi, India, an investment and advisory firm providing investment banking, India entry, asset management services and since inception has been a partner in the firm's asset management practice, FiNoble Lotus Management Advisors Ltd. which specializes in creating alternative investment opportunities for overseas investors that seek to leverage India as an investment destination. From May 1995 to November 2002, Mr. Singh managed private equity investments, re-structuring and post merger integration activities and held several managerial positions at TAIB Bank E.C, and its affiliates, a boutique merchant bank headquartered in Bahrain pursuing investment activities across India, the United States, Europe and the Persian Gulf region. From August 2001 to November 2002, he served as President of TAIB Securities New York with countryhead responsibilities for TAIB Securities, London. From January 2000 to July 2001, Mr. Singh served as Group Executive Director and member of the board of directors for Mindteck, a global technology services provider, focused on IT applications and embedded systems.
Mr. Singh graduated from Sri Ram College of Commerce, Delhi University, India, with a Bachelor in Commerce (Hons.) and qualified as a Chartered Accountant, training with Price Waterhouse, New Delhi, India. He is a member of the Institute of Chartered Accountants of India, Institute of Internal Auditors (USA) and the Information Systems Audit and Control Association (CISA) (USA).
SEC filings: sec.gov
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