NationsHealth, Inc. (formerly known as Millstream Acquisition Corporation)
Note: Millstream Acquisition Corporation was the first of the current crop of blank check IPOs to complete a public offering. It also became the first to complete an acquisition, acquiring NationHealth, Inc. Millstream’s CEO was Arthur Spector. Subsequent to the close of Millstream’s transaction with NationaHelath, Spector started a new blank check company, Millstream II Acquisition Corporation. Millstream II successfully completed its public offering on December 23, 2004
None of the following numbers or disclosures have been adjusted to reflect Millstream’s acquisition of NationsHealth.
Number of units sold: 4,025,000
Price per unit: $6.00
Terms of deal: One share of common stock and warrants to purchase two shares of common stock at $5.00 per share.
Underwriters: EarlyBird Capital and GunnFinancial
Ticker symbols
Common stock: NHRX (formerly MSTM)
Warrants: NHRXW (formerly MSTMW)
Units: NHRXU (formerly MSTMU)
Common shares outstanding subsequent to IPO: 4,775,000
Shares held by public shareholders: 4,025,000
Shares held by insiders: 750,000
Percentage held by public shareholders: 84.3%
Gross proceeds raised: $24,150,000
Net proceeds held in escrow: $20,809,250
Escrowed proceeds per share held by public shareholders: $5.17
Date of IPO: August 25, 2003
Date of original filing: May 19, 2003
Current stock price (as of January 7, 2005)
Common stock: $6.69
Warrants: $2.08
Units: $10.85
Description of business: We were formed to effect a merger, capital stock exchange, asset acquisition or other similar business combination with a currently unidentified operating business with significant growth potential. To date, our efforts have been limited to organizational activities
Biographical information for significant officer (from the prospectus): Arthur Spector has been our chairman of the board, chief executive officer and president since our inception. From March 1995 to October 2002, Mr. Spector served as chairman of the board of Neoware Systems, Inc., a manufacturer of sophisticated computer appliances and related software, and from May 1996 until June 1997, he also served as its president and chief executive officer. Neoware Systems was originally known as Information Systems Acquisition Corp., a blank check company with an objective to acquire an operating business in the information systems industry. Information Systems Acquisition Corp. was formed in 1992 and from its inception until it merged with Human Designed Systems, Inc., a subsidiary of Neoware Systems, Mr. Spector was its chairman of the board, president and chief executive officer. In this role, Mr. Spector directed the completion of a public offering which raised gross proceeds of approximately $13.8 million. Mr. Spector has also served as a director of Docucorp International, a public document automation company, since 1997. Mr. Spector has been a director of Metallurg Holdings, Inc. and Metallurg, Inc. since July 1998 and has been executive vice president of Metallurg Holdings since July 1998 and treasurer since August 2000. He was elected vice chairman of the board of Metallurg Holdings and Metallurg, Inc. in November 2002. Metallurg Holdings is a holding company of Metallurg, Inc., a company that produces and sells specialty metals, alloys and chemicals. Mr. Spector received a B.S. from the Wharton School of Finance at the University of Pennsylvania and a J.D. from The University of Pennsylvania Law School.
Mr. Spector has extensive experience in mergers and acquisitions and managing private equity funds. Since 1997, he has served as managing director of the general partner and of the management company of Safeguard International Fund L.P., a private equity fund investing primarily in controlling positions in industrial companies in North America and Europe. From 1995 to 1996, Mr. Spector served as director of acquisitions of Safeguard Scientifics, Inc., a public company that owns controlling interests in and operates numerous private companies. From 1997 to 1998, Mr. Spector served as a managing director of TL Ventures LLC, a fund management company organized to manage the day-to-day operations of several of the TL Ventures funds which invest in companies in the internet, software, information technology, communications and life science industries.
SEC filings: sec.gov |
