On February 13, 2007, another blank check company, Oceanaut, Inc., filed an F-1. The offering is being underwritten by Citigroup. According to the company, its acquisition efforts will be focused on acquiring an operating entity in the shipping industry.
Oceanaut, Inc. – STILL IN REGISTRATION
Number of units being offered: 19,375,000 (includes 625,000 units to be purchased by certain of the insiders.
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: Citigroup
Proposed ticker symbols
Common stock: OKN
Warrants: OKN-WT
Units: OKN
Common shares to be outstanding subsequent to IPO: 24,562,500
Shares to be held by public shareholders: 19,375,000 (includes 625,000 shares to be purchased by certain of the insiders; these insider shares would receive distributions if the company is liquidated; another 500,000 shares to be purchased by the insiders, which would not participate in any distributions, have been excluded).
Shares held by insiders: 4,687,500 (without consideration of the 1,125,000 units to be purchased by the insiders)
Percentage held by public shareholders: 80.00% (without consideration of the 1,125,000 units to be purchased by the insiders)
Gross proceeds being raised: $155 million (includes 625,000 units to be purchased by certain of the insiders)
Net proceeds to be held in escrow: $153,600,000 (includes $2,000,000 from the sale of warrants to the insiders, $4,000,000 from the sale of units to the insiders, and $4,500,000 of offering costs deferred by the underwriter). Up to $2 million of the post-offering interest earned on the trust fund balance may be used to finance the search for an acquisition candidate.
Escrowed proceeds per share applicable to future public shareholders: $7.93
Date of IPO: N/A
Date of original filing: February 13, 2007
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 4,687,500 shares purchased at $.0053 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 2 million warrants (at $1.00 per warrant) and 1,125,000 units (625,000 or which would participate in distributions in the event that the company is liquidated) in a private placement prior to the offering. The total proceeds of $11 million will be placed into the trust account.
The underwriters have also agreed to defer $4,500,000 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 were formed on May 3, 2006 as a blank check company for the purpose of acquiring through a merger, capital stock exchange, asset acquisition, stock purchase or other similar business combination, vessels or one or more operating businesses in the shipping industry.
Description of principals: Gabriel Panayotides has served as our Chairman of the Board since our inception. Mr. Panayotides has been the Chairman of the Board and a Director of Excel Maritime Carriers Ltd. since 1998. Mr. Panayotides has participated in the ownership and management of ocean going vessels since 1978. He is also a member of the Greek Committee of Bureau Veritas, an international classification society. Mr. Panayotides is also a member of the Board of Directors of D/S Torm, a shipping company based in Denmark. He holds a Bachelors degree from the Piraeus University of Economics.
Christopher J. Georgakis has served as our President and Chief Executive Officer and member of our board of directors since our inception. Mr. Georgakis has been the President and Chief Executive Officer and a Director of Excel Maritime Carriers Ltd. since November 1, 2004. Mr. Georgakis has two decades of shipping experience, with a concentration in dry bulk shipping, and joined Excel in November 2004 following six years with privately owned, London-based Sea Challenger Maritime Ltd., a subsidiary of Belmont Shipping Ltd, where he was Managing Partner, since 1998. Mr. Georgakis holds an undergraduate degree (BSc) in Business Administration, magna cum laude, from United States International University.
Eleftherios (Lefteris) A. Papatrifon has served as our Chief Financial Officer and Treasurer since our inception. Mr. Papatrifon has been the Chief Financial Officer of Excel Maritime Carriers Ltd. since January 1, 2005. Mr. Papatrifon has 15 years of experience in Corporate Finance and Asset Management. From February 2002 to December 2004, Mr. Papatrifon was the head of the investment banking division at Geniki Bank of Greece, a subsidiary of Société Générale. From July 2000 to February 2002, Mr. Papatrifon was the Head of Asset Management at National Securities, S.A., in Greece. From June 1995 to September 1998, Mr. Papatrifon held various asset management positions at The Prudential Insurance Company of America. Mr. Papatrifon holds undergraduate (BBA) and graduate (MBA) degrees from Baruch College (CUNY). He is also a member of the CFA Institute and a CFA charterholder.
George Agadakis has served as our Chief Operating Officer and Secretary since our inception. Mr. Agadakis has been the Chief Operating Officer, Vice President and a Director of Excel Maritime Carriers Ltd. since January 2001. He is also the Shipping Director of Maryville Maritime Inc., a wholly-owned subsidiary of Excel that provides technical and commercial ship management services to Excel, and was General Manager of Maryville from January 1992 to January 2001. From 1983 to 1992 he served as Insurance and Claims Manager for Maryville. He has held positions as Insurance and Claims Manager and as a consultant with three other shipping companies since 1976. He holds diplomas in shipping and Marine Insurance from the Business Centre of Athens (1973), the London School of Foreign Trade Ltd. (1975) and the London Chamber of Commerce (1975).
SEC filings: sec.gov |
