Millstream II Acquisition Corp.
Note: Millstream Acquisition Corporation, also headed by Arthur Spector, 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., a company “ founded in 2002 to improve the healthcare of Americans including Medicare and managed care beneficiaries by providing medical products and prescription discount services. The Company offers a discount prescription card, accepted at over 48,000 pharmacies nationwide, which now has over 2,000,000 members. In addition, NationsHealth provides home delivery of diabetes, respiratory and ostomy medical products to approximately 110,000 of its patients. NationsHealth is also the provider of diabetes supplies for Medicare beneficiaries at over 1,000 Kmart pharmacies.”
Number of units sold: 4,100,000
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: EarlyBirdCapital, Inc.
Ticker symbols
Common stock: MSMA
Warrants: MSMAW
Units: MSMAU
Common shares outstanding subsequent to IPO: 5,100,000
Shares held by public shareholders: 4,100,000
Shares held by insiders: 1,000,000
Percentage held by public shareholders: 80.4%
Gross proceeds raised: $24,600,000
Net proceeds held in escrow: $20,910,000
Escrowed proceeds per share applicable to future public shareholders: $5.10
Date of IPO: December 23, 2004
Date of original filing: October 25, 2004
Current stock price (as of January 7, 2005)
Common stock: $5.05
Warrants: $.75
Units: $6.50
Description of business: We are a Delaware blank check company incorporated on September 24, 2004 in order to serve as a vehicle for the acquisition of an operating business which we believe has significant growth potential.
Biographical information for significant officer: Arthur Spector has been our chairman of the board, chief executive officer and president since our inception. Mr. Spector has served as chairman of the board of NationsHealth, Inc., since its inception in August 2003 and served as its chief executive officer and president from August 2003 until August 2004. NationsHealth is a Nasdaq listed company that, through its wholly owned subsidiary, NationsHealth L.L.C., provides medical products and pharmacy benefits to Medicare participants and other senior citizens. NationsHealth, Inc. was originally known as Millstream Acquisition Corporation, a blank check company with an objective to acquire an operating business with significant growth potential. In his role with Millstream Acquisition Corporation, Mr. Spector directed the completion of a public offering which raised gross proceeds of approximately $24.2 million in August 2003. 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 served as a director of Docucorp International, a public document automation company, since 1997. Mr. Spector has also 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. From 1998 to 2002, Mr. Spector served as a director of USDATA Corporation, a global supplier of component-based production software. 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.
In addition to Mr. Spector's experience described above, he has had extensive experience in mergers and acquisitions and managing private equity funds. Since January 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 |
