Another blank check company, Kanders Acquisition Company, Inc., has filed an S-1. The offering is being underwritten by Citigroup. According to the company, it will not be limiting its acquisition efforts to any particular industry.
Kanders Acquisition Company, Inc. – STILL IN REGISTRATION
Number of units being offered: 40,000,000
Proposed price per unit: $1.00
Terms of deal: One share of common stock and a warrant to purchase one additional shares of common stock at $7.50 per share.
Underwriter: Citigroup
Proposed ticker symbols
Common stock: Unknown
Warrants: Unknown
Units: Unknown
Common shares to be outstanding subsequent to IPO: 50,000,000
Shares to be held by public shareholders: 40,000,000
Shares held by insiders: 10,000,000
Percentage held by public shareholders: 80.00%
Gross proceeds being raised: $400 million
Net proceeds to be held in escrow: $390,050,000 (includes $6 million from the sale of warrants to the insiders and $13 million in commissions deferred by the underwriter). Up to $5.5 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: $9.75
Date of IPO: N/A
Date of original filing: October 24, 2007
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 10,000,000 shares purchased at $.0025 per share. Total proceeds: $25,000.
Restrictions on insider shares: The common shares shall remain in escrow until 180 days after the consummation of an acquisition, or the liquidation of the company.
Other insider requirements: Certain of the insiders have agreed to purchase 6,000,000 warrants (@ $1.00 per warrant) in a private placement prior to the offering. The total proceeds of $6 million will be placed into the trust account.
The underwriter has agreed to defer sales commissions in the amount of $13 million.
In the event that the company is liquidated, the insiders will not receive any of the escrowed proceeds.
The insiders have also agreed to purchase up to $25 million of the company’s common shares after it has entered into an acquisition agreement.
Description of business: We are a newly organized Delaware blank check company formed for the purpose of acquiring, or acquiring control of, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, one or more operating businesses. Our efforts in identifying prospective target businesses will not be limited to a particular industry. To date, our efforts have been limited to organizational activities as well as activities related to this offering.
Description of principals: Warren B. Kanders has served as our Chairman of the Board and Chief Executive Officer since our inception. Since May 2007, Mr. Kanders has served as a director of Highlands Acquisition Corp., a blank check company formed with a focus on acquiring a business in the healthcare industry. Mr. Kanders has served as the President of Kanders & Company since 1990 and as the Non-member Manager of Highland Equity LLC, one of the founders of Highlands Acquisition Corp since May 2007. Prior to the completion of the acquisition of Armor Holdings, Inc., formerly a New York Stock Exchange-listed company and a manufacturer and supplier of military vehicles, armed vehicles and safety and survivability products and systems to the aerospace & defense, public safety, homeland security and commercial markets, by BAE Systems plc on July 31, 2007, he served as the Chairman of the Board of Armor Holdings, Inc. since January 1996 and as its Chief Executive Officer since April 2003. Mr. Kanders has served as a member of the Board of Directors of Clarus Corporation, a publicly-held company with no current operating business, net operating loss carryforwards of approximately $223 million and approximately $85 million of cash and cash equivalents that is currently seeking to acquire a target business in any industry, since June 2002 and its Executive Chairman since December 2002. From April 2004 until October 2006, Mr. Kanders served as the Executive Chairman, and since October 2006, has served as the Non-Executive Chairman of the Board of Stamford Industrial Group, Inc., a publicly-held company that, through its subsidiary, Concord Steel, is a leading independent manufacturer of steel counterweights. Since November 2004, Mr. Kanders has served as the Chairman of the Board of Directors of Langer, Inc., a Nasdaq-listed provider of orthotic and skin-care products. From October 1992 to May 1996, Mr. Kanders served as Founder and Vice Chairman of the Board of Benson Eyecare Corporation, a distributor of eye care products and services. In 1987, Mr. Kanders founded and managed Great Pacific Capital Inc., a New York-based investment company that managed the non-Canadian assets of The Jim Pattison Group, one of Canada’s largest private companies. Mr. Kanders began his career as an M&A banker at Morgan Stanley. He serves on the boards of the Winston Churchill Foundation, the Whitney Museum of American Art and has been a trustee of the Choate Rosemary Hall School for over ten years where he has served as Chairman of its Investment Committee. Mr. Kanders received a B.A. in Economics from Brown University.
SEC filings: sec.gov |
