Another blank check company, Viceroy Acquisition Corp., has filed an S-1. The deal is being underwritten by The Shemano Group, Inc. The company is going to focus its acquisition efforts on acquiring an operating company in the petroleum or oil and gas industries.
Viceroy Acquisition Corp. – STILL IN REGISTRATION
Number of units being offered: 20,000,000
Proposed price per unit: $8.00
Terms of deal: One share of common stock and one warrant to purchase one share of common stock at $6.00 per share.
Underwriters: The Shemano Group, Inc.
Proposed ticker symbols
Common stock: Not known
Warrants: Not known
Units: Not known
Common shares to be outstanding subsequent to IPO: 25,000,000
Shares to be held by public shareholders: 20,000,000
Shares held by insiders: 5,000,000
Percentage held by public shareholders: 80.0%
Gross proceeds being raised: $160,000,000
Net proceeds to be held in escrow: $146,800,000
Escrowed proceeds per share applicable to future public shareholders: $7.34
Date of IPO: N/A
Date of original filing: September 2, 2005
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 5,00,000 shares purchased at $.005 per share. Total proceeds: $25,000.
Restrictions on insider shares: The shares will remain in escrow until the earlier of three years, the liquidation of the company, or the consummation of an acquisition.
Other insider requirements: The two primary principals of the company have agreed to purchase up to 200,000 units at a price not to exceed $8.00 per unit within 90 days after the completion of the offering.
Description of business: We are a Delaware blank check company incorporated on August 12, 2005 to serve as a vehicle for the acquisition of an operating business in the petroleum or oil and gas industries.
Biographical information for significant officers: Paul Anthony Novelly has been our chairman of the board since our inception. Mr. Novelly has been chairman and chief executive officer of Apex Oil Company, Inc., a privately-held company based in St. Louis engaged in wholesale marketing, storage and distribution of petroleum products, since 1995 and was president and chief executive officer from 1979 to 1994. Apex and its subsidiaries are involved in the trading, refining, storage, marketing and transportation of petroleum products, including an oil refinery in Long Beach, California, liquid terminal facilities in the Midwest and Eastern United States, and towboat and barge operations on the inland waterway system. Mr. Novelly is president and a director of AIC Limited, a Bermuda-based oil trading company, chairman of World Point Terminals Inc., a publicly-held Canadian company based in Calgary, which owns and operates petroleum storage facilities in the Netherlands, Bahamas and United States, and chief executive officer of St. Albans Global Management LLLP, based in St. Thomas, U.S. Virgin Islands, which provides corporate management services. He has served on boards of directors for numerous public companies, including current directorships at The Bear Stearns Companies Inc., Intrawest Corporation, a publicly-held company that is a world leader in destination resorts and adventure travel, and Boss Holdings, Inc., a publicly-held distributor of work gloves, boots and rainwear and other consumer products.
Lee E. Mikles has been our chief executive officer and a member of our board of directors since inception. Mr. Mikles has been chairman of Mikles/Miller Management, Inc., a registered investment adviser and home to the Kodiak family of funds, since 1992. He has also been chairman of Mikles/Miller Securities, LLC, a registered broker-dealer, since 1999. He currently serves on the board of directors of Boss Holdings, Inc.
SEC filings: sec.gov |
