Another blank check company, Oracle Healthcare Acquisition Corp., has filed an S-1. The deal is being underwritten by CRT Capital Group LLC. The company is going to focus its acquisition efforts on acquiring an operating company in the healthcare industry.
Oracle Healthcare Acquisition Corp. – STILL IN REGISTRATION
Number of units being offered: 12,500,000
Proposed price per unit: $8.00
Terms of deal: One share of common stock and a warrant to purchase one share of common stock at $6.00 per share.
Underwriters: CRT Capital Group LLC
Proposed ticker symbols
Common stock: Not known
Warrants: Not known
Units: Not known
Common shares to be outstanding subsequent to IPO: 15,625,000
Shares to be held by public shareholders: 12,500,000
Shares held by insiders: 3,125,000
Percentage held by public shareholders: 80.0%
Gross proceeds being raised: $100,000,000
Net proceeds to be held in escrow: $92,500,000
Escrowed proceeds per share applicable to future public shareholders: $7.40
Date of IPO: N/A
Date of original filing: September 30, 2005
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 3,125,000 shares purchased at $.01 per share. Total proceeds: $31,250.
Restrictions on insider shares: The shares will remain in escrow until the earlier of three years, the consummation of an acquisition, or the liquidation of the company.
Other insider requirements: The principals have agreed to purchase up to 1,500,000 warrants, at a price not to exceed $1.20 per warrant, within the first forty days after the warrants begin trading independently.
Description of business: We are a recently organized blank check company formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition or other similar business combination, an operating business in the healthcare industry.
Biographical information for significant officers: Larry N. Feinberg has served as our Chairman of the Board since our inception in September 2005. Mr. Feinberg is the founder of Oracle Partners, L.P., a healthcare-focused hedge fund, and has served as its Managing General Partner since its inception in July 1993. Mr. Feinberg serves as the President of Oracle Investment Management, Inc., an investment adviser to Oracle Partners, L.P. and several other hedge funds, offshore funds and managed accounts. Mr. Feinberg is the Managing Member of Oracle Strategic Capital, LLC, the general partner of Oracle Strategic Partners, L.P., the private equity affiliate of Oracle Investment Management, Inc. Mr. Feinberg has served on the board of directors of several portfolio companies, and is currently a director of Unicorn Financial Services, Inc., a nationwide provider of medical financing services, and Pharmaca Integrative Pharmacy, Inc., a nationwide pharmacy operator combining prescription drug and over-the-counter products with natural, complementary and personal body care products. From January 1988 to March 1993, Mr. Feinberg was a portfolio manager and merchant banker for Odyssey Partners L.P., a private investment firm specializing in private corporate transactions, where he was responsible for directing Odyssey Partners L.P.'s private and public healthcare investing activities. From 1986 to 1987, Mr. Feinberg served as First Vice President of The Healthcare Group at Drexel Burnham Lambert, Inc. Mr. Feinberg began his Wall Street career as a healthcare research analyst at Dean Witter Reynolds Inc. in 1980 and was promoted to First Vice President in 1982. In 1982, Mr. Feinberg was elected for the first of seven consecutive years to the Institutional Investor All-American Research Team. Mr. Feinberg received a masters degree in business administration from New York University in 1980 and a bachelor of arts degree from the University of Vermont in 1978.
Joel D. Liffmann has served as our President and Chief Operating Officer and a member of our board of directors since our inception in September 2005. Mr. Liffmann is a principal of Oracle Investment Management, Inc. and has been a member of Oracle Strategic Capital, LLC since 1996. Mr. Liffmann has served on the board of directors of several portfolio companies, and is currently a director of Health Hero Network, Inc., a provider of technology solutions for remote health monitoring and management; Unicorn Financial Services, Inc.; and Pharmaca Integrative Pharmacy, Inc. From 1990 to 1996, Mr. Liffmann served as a senior executive responsible for business development and acquisitions with Medco Containment Services Inc. and certain of its affiliates, including Medical Marketing Group Inc., a provider of marketing services to drug companies, and Synetic Inc., a provider of prescription drugs to nursing homes and other institutional facilities, both prior to and following Medco's acquisition by Merck & Co. in 1993. Mr. Liffmann began his career in 1982 as a healthcare industry equity analyst at Drexel Burnham Lambert, Inc. and was promoted to Vice President, Equity Research in 1984. He became a Vice President, Corporate Finance in 1987. Mr. Liffmann received a bachelor of science degree in business administration from Boston University in 1982.
SEC filings: sec.gov |
