Another blank check company, International Brands Management Group Ltd. has filed an S-1. The offering is being underwritten by Pali Capital, Inc. According to the company, it will be focusing its efforts on acquiring an operating company in a consumer-oriented sector.
International Brands Management Group Ltd. – STILL IN REGISTRATION
Number of units being offered: 25,000,000
Proposed price per unit: $8.00
Terms of deal: One share of common stock and one warrant to purchase one additional shares of common stock at $6.00 per share.
Underwriter: Pali Capital, Inc.
Proposed ticker symbols
Common stock: Unknown
Warrants: Unknown
Units: Unknown
Common shares to be outstanding subsequent to IPO: 31,250,000
Shares to be held by public shareholders: 25,000,000
Shares held by insiders: 6,250,000
Percentage held by public shareholders: 80.0%
Gross proceeds being raised: $200 million
Net proceeds to be held in escrow: $197,300,000 (includes $6 million from the sale of warrants to the insiders, and $6 million in commissions deferred by the underwriter). Up to $2,400,000 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: $7.89
Date of IPO: N/A
Date of original filing: November 21, 2007
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 6,250,000 shares purchased at $.004 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, or the liquidation of the company.
Other insider requirements: Certain of the insiders have agreed to purchase 6,000,000 warrants (@ $.50 per warrant). The total proceeds of $6,000,000 will be placed into the trust account.
The underwriter has agreed to defer sales commissions in the amount of $6 million.
In the event that the company is liquidated, the insiders will not receive any of the escrowed proceeds.
Description of business: We are a blank check company organized under the laws of the State of Delaware on November 6, 2007. We were formed with the purpose of effecting a merger, capital stock exchange, asset acquisition or other similar business combination with a one or more domestic or foreign operating businesses in the consumer-oriented sector. We generally consider the consumer-oriented sector to include those companies which focus on developing customer loyalty by selling products identifiable by specific and well recognized trademarks or brandnames across product categories.
Description of principals: David Chu has served as our Chairman of the Board of Directors and Chief Executive Officer since our inception. Since 2004, Mr. Chu has served as the Chief Executive Officer and Chief Creative Officer of DC Design International, LLC, which designs luxury men’s collections under Mr. Chu’s name. Since 2007, Mr. Chu has served as the executive creative director at Tumi, the international brand of luxury travel, business and lifestyle accessories. He oversees all aspects of design for Tumi’s men’s and women’s collections as well as advertising, public relations and store design. Prior to these roles, Mr. Chu founded the Nautica brand in 1983 and held various positions during his tenure at Nautica Enterprises Inc. from 1984 to 2004, including Chief Creative Officer, Executive Vice President, Vice Chairman, President of Nautica Apparel, Inc., and President of Nautica International, Inc. Mr. Chu is a former trustee of The Asia Society, a trustee of The China Institute, a board member of the Committee of 100 and an executive committee member of the FIT Education Foundation for the Fashion Industry. He is a member of the Council of Fashion Designers of America and C.E.O. (Chief Executive Officers Organization). Mr. Chu graduated from the Fashion Institute of Technology in 1978.
SEC filings: sec.gov |
