|
Delaware
(State
or other jurisdiction of
incorporation
or organization)
|
|
6770
(Primary
Standard Industrial
Classification
Code Number)
|
|
20-3340900
(I.R.S.
Employer
Identification
Number)
|
|
8235
Forsyth Boulevard, Suite 400
Clayton,
Missouri 63105
(314)
889-9621
(Address,
including zip code, and telephone number, including
area
code, of registrant's principal executive offices)
|
||||
|
Kenneth
R. Koch, Esq.
Jeffrey
P. Schultz, Esq.
Mintz
Levin Cohn Ferris Glovsky and Popeo, P.C.
666
Third Avenue
New
York, New York 10017
(212)
935-3000
(212)
983-3115—Facsimile
|
James
Martin Kaplan, Esq.
Richard
Di Stefano, Esq.
Blank
Rome LLP
The
Chrysler Building
405
Lexington Avenue
New
York, New York 10174
(212)
885-5000
(212)
885-5001—Facsimile
|
|
|
|||||||||||||
|
CALCULATION
OF REGISTRATION FEE
|
|||||||||||||
|
Title
of each Class of
Security
being registered
|
Amount
being
Registered
|
Proposed
Maximum
Offering
Price
Per
Security (1)
|
Proposed
Maximum
Aggregate
Offering
Price
(1)
|
Amount
of
Registration
Fee
|
|||||||||
|
Units,
each consisting of one share of Common Stock, $.0001 par value,
and one
Warrant (2)
|
23,000,000
Units
|
$
|
8.00
|
$
|
184,000,000
|
$
|
21,656.80
|
||||||
|
Shares
of Common Stock included as part of the Units (2)
|
23,000,000
Shares
|
—
|
—
|
—
(3
|
)
|
||||||||
|
Warrants
included as part of the Units (2)
|
23,000,000
Warrants
|
—
|
—
|
—
(3
|
)
|
||||||||
|
Shares
of Common Stock underlying the Warrants included in the Units
(4)
|
23,000,000
Shares
|
$
|
6.00
|
$
|
138,000,000
|
$
|
16,242.60
|
||||||
|
Representative’s
Unit Purchase Option
|
1
|
$
|
100
|
$
|
100
|
—
(3
|
)
|
||||||
|
Units
underlying the Representative’s Unit Purchase Option (“Underwriter’s
Units”) (4)
|
1,000,000
Units
|
$
|
10.00
|
$
|
10,000,000
|
$
|
1,177.00
|
||||||
|
Shares
of Common Stock included as part of the Underwriter’s Units
(4)
|
1,000,000
Shares
|
—
|
—
|
—
(3
|
)
|
||||||||
|
Warrants
included as part of the Representative’s Units (4)
|
1,000,000
Warrants
|
—
|
—
|
—
(3
|
)
|
||||||||
|
Shares
of Common Stock underlying the Warrants included in the Representative’s
Units (4)
|
1,000,000
Shares
|
$
|
7.50
|
$
|
7,500,000
|
$
|
882.75
|
||||||
|
Total
|
|
|
$
|
339,500,100
|
$
|
39,959.16(5
|
) | ||||||
| (1) |
Estimated
solely for the purpose of calculating the registration
fee.
|
|
(2)
|
Includes
3,000,000 Units and 3,000,000 shares of Common Stock and 3,000,000
Warrants underlying such Units which may be issued on exercise
of a 45-day
option granted to the Underwriters to cover over-allotments, if
any.
|
| (3) |
No
fee pursuant to Rule 457(g).
|
| (4) |
Pursuant
to Rule 416, there are also being registered such indeterminable
additional securities as may be issued as a result of the provisions
to
prevent dilution resulting from stock splits, stock dividends
or similar
transactions contained in the Warrants and the warrants included
in the
Representative’s Units.
|
| (5) |
Previously
paid.
|
| · |
one
share of our common stock; and
|
| · |
one
warrant.
|
|
Public
offering
price
|
Underwriting
discount
and
commissions (1)
|
Proceeds,
before
expenses,
to us
|
||||||||
|
Per
unit
|
$
|
8.00
|
$
|
0.48
|
$
|
7.52
|
||||
|
Total
|
$
|
160,000,000
|
$
|
9,600,000
|
$
|
150,400,000
|
||||
| (1) |
Excludes
a non-accountable expense allowance in the amount of 1% of the
gross
proceeds, or $.08 per unit ($1,600,000 in total), payable to The
Shemano
Group, Inc.
|
|
Page
|
|
|
1
|
|
|
5
|
|
|
6
|
|
|
17
|
|
|
19
|
|
|
20
|
|
|
21
|
|
|
22
|
|
|
31
|
|
|
33
|
|
|
35
|
|
|
36
|
|
|
39
|
|
|
42
|
|
|
42
|
|
|
42
|
|
|
F-1
|
|
Securities
offered:
|
20,000,000
units, at $8.00 per unit, each unit consisting of:
|
|
|
•
|
one
share of common stock; and
|
|
|
•
|
one
warrant.
|
|
|
The
units will begin trading on or promptly after the date of this
prospectus.
Each of the common stock and warrants will trade separately
on the 90th
day after the date of this prospectus unless The Shemano Group,
Inc.
determines that an earlier date is acceptable, based upon its
assessment
of the relative strengths of the securities markets and small
capitalization companies in general, and the trading pattern
of, and
demand for, our securities in particular. If The Shemano Group,
Inc.
determines to permit separate trading of the common stock and
warrants
earlier than the 90th day after the date of this prospectus,
we will issue
a press release and file a Current Report on Form 8-K announcing
when such
separate trading will begin. In no event will The Shemano Group,
Inc.
allow separate trading of the common stock and warrants until
we file an
audited balance sheet reflecting our receipt of the gross proceeds
of this
offering. We will file a Current Report on Form 8-K with the
Securities
and Exchange Commission, including an audited balance sheet,
upon the
consummation of this offering, which is anticipated to take
place three
business days from the date of this prospectus. The audited
balance sheet
will include proceeds we receive from the exercise of the over-allotment
option if the over-allotment option is exercised prior to the
filing of
the Form 8-K.
|
||
|
Common
stock:
|
||
|
Number
outstanding before this offering
|
5,000,000
shares
|
|
|
Number
to be outstanding after this offering
|
25,000,000
shares
|
|
|
Warrants:
|
||
|
Number
outstanding before this offering
|
0
|
|
|
Number
to be outstanding after this offering
|
20,000,000
warrants
|
|
|
Exercisability
|
Each
warrant is exercisable for one share of common stock.
|
|
|
Exercise
price
|
$6.00
|
|
|
Exercise
period
|
The
warrants will become exercisable on the later of:
|
|
|
•
|
the
completion of a business combination with a target business,
or
|
|
|
•
|
[
], 2006
[one year from the date of this prospectus].
|
|
|
The
warrants will expire at 5:00 p.m., New York City time, on [
], 2009
[four
years from the date of this prospectus]
or
earlier upon redemption.
|
||
|
Redemption
|
We
may redeem the outstanding warrants (including any warrants
held by The
Shemano Group, Inc. issued upon exercise of our unit purchase
option):
|
|
|
•
|
in
whole and not in part,
|
|
|
•
|
at
a price of $.01 per warrant at any time after the warrants
become
exercisable,
|
|
|
•
|
upon
a minimum of 30 days' prior written notice of redemption,
and
|
|
|
•
|
if,
and only if, the last sales price of our common stock equals
or exceeds
$11.50 per share for any 20 trading days within a 30 trading
day period
ending three business days before we send the notice of
redemption.
|
|
|
We
have established this criteria to provide warrant holders
with a
significant premium to the initial warrant exercise price
as well as a
sufficient degree of liquidity to cushion the market reaction,
if any, to
our redemption call. There is no weekly trading volume or
other similar
condition imposed on our ability to redeem outstanding warrants.
If the
foregoing conditions are satisfied and we call the warrants
for
redemption, each warrant holder shall then be entitled to
exercise his or
her warrant prior to the date scheduled for redemption. However,
there can
be no assurance that the price of the common stock will exceed
the call
trigger price or the warrant exercise price after the redemption
call is
made. We do not need the consent of The Shemano Group, Inc.
in order to
redeem the outstanding warrants.
|
||
|
Proposed
OTC Bulletin Board symbols for our:
|
||
|
Units
|
[
]
|
|
|
Common
stock
|
[
]
|
|
|
Warrants
|
[
]
|
|
|
Offering
proceeds to be held in trust:
|
$146,800,000
($168,820,000 if the underwriters’ over-allotment option is exercised in
full) of the proceeds of this offering ($7.34 per unit)
will be placed in
a trust account at JPMorgan Chase NY Bank maintained by
Continental Stock
Transfer & Trust Company, acting as trustee, pursuant to an agreement
to be signed on the date of this prospectus. These proceeds
will not be
released until the earlier of the completion of a business
combination and
our liquidation. Therefore, unless and until a business
combination is
consummated, the proceeds held in the trust account will
not be available
for our use for any expenses related to this offering or
expenses which we
may incur related to the investigation and selection of
a target business
and the negotiation of an agreement to acquire a target
business. These
expenses may be paid prior to a business combination only
from the net
proceeds of this offering not held in the trust account
(initially,
approximately $1,500,000 after the payment of the expenses
relating to
this offering).
It
is possible that we could use a portion of the funds not
in the trust
account to make a deposit, down payment or fund a "no shop"
provision with
respect to a particular proposed business combination.
In the event we
were ultimately required to forfeit such funds (whether
as a result of our
breach of the agreement relating to such payment or otherwise),
we may not
have a sufficient amount of working capital available outside
of the trust
account to pay expenses related to finding a suitable business
combination
without securing additional financing. If we were unable
to secure
additional financing, we would most likely fail to consummate
a business
combination in the allotted time and would be forced to
liquidate.
None
of the warrants may be exercised until after the consummation
of a
business combination and, thus, after the proceeds of the
trust account
have been disbursed, the warrant exercise price will be
paid directly to
us and not placed in the trust account. We will pay the
costs of
liquidation and dissolution from our remaining assets outside
of the trust
account.
|
|
|
Limited
payments to Insiders:
|
There
will be no fees, reimbursements or cash payments made to
our existing
stockholders and/or officers and directors other than:
|
|
|
•
|
repayment
of a $200,000 non-interest bearing loan made by several of
our existing
stockholders to cover offering expenses;
|
|
|
•
|
payment
of up to $7,500 per month to Apex Oil Company, Inc. and Mikles/Miller
Management, Inc., affiliates of our existing stockholders
and officers and
directors, for office space and administrative services;
and
|
|
|
•
|
reimbursement
of out-of-pocket expenses incident to the offering and finding
a suitable
business combination.
|
|
|
There
is no limit on the amount of out-of-pocket expenses that
may be reimbursed
by us and there will be no review of the reasonableness of
such expenses
by anyone other than our board of directors which includes
the persons who
will seek reimbursement
|
||
|
Stockholders
must approve business combination:
|
We
will seek stockholder approval before we effect any business
combination,
even if the nature of the acquisition would not ordinarily
require
stockholder approval under applicable state law. In connection
with the
vote required for any business combination, all of our
existing
stockholders, including all of our officers and directors,
have agreed to
vote the shares of common stock owned by them immediately
before this
offering in accordance with the majority of the shares
of common stock
voted by the public stockholders. In addition, our existing
stockholders
have agreed to vote any shares of common stock acquired
in or following
this offering in favor of the business combination submitted
to our
stockholders for approval. As a result, any existing stockholders
who
acquire shares in or after this offering cannot exercise
the conversion
rights for those shares if a business combination is approved
by a
majority of our public stockholders.
We
will proceed with a business combination only if a majority
of the shares
of common stock voted by the public stockholders are voted
in favor of the
business combination and public stockholders owning less
than 20% of the
shares sold in this offering exercise their conversion
rights described
below. Voting against the business combination alone will
not result in
conversion of a stockholder's shares into a pro rata share
of the trust
account. Such stockholder must have also exercised its
conversion rights
described below.
|
|
|
Conversion
rights for stockholders voting to reject a business
combination:
|
Public
stockholders voting against a business combination will be
entitled to
convert their stock into a pro rata share of the trust account
(initially
$7.34 per share), including any interest earned on their portion
of the
trust account, if the business combination is approved and
completed.
Public stockholders who convert their stock into their pro
rata share of
the trust account will continue to have the right to exercise
any warrants
they may hold. Because the initial per share conversion price
is $7.34 per
share (plus any interest), which is lower than the $8.00 per
unit price
paid in the offering and which may be lower then the market
price of the
common stock on the date of the conversion, there may be a
disincentive on
the part of public stockholders to exercise their conversion
rights.
|
|
|
Liquidation
if no business combination:
|
We
will dissolve and promptly distribute only to our public stockholders
the
amount in our trust account (including any accrued interest)
plus any
remaining net assets if we do not effect a business combination
within 18
months after consummation of this offering (or within 24 months
from the
consummation of this offering if a letter of intent, agreement
in
principle or definitive agreement has been executed within
18 months after
consummation of this offering and the business combination
has not yet
been consummated within such 18 month period). Our existing
stockholders
have agreed to waive their respective rights to participate
in any
liquidation distribution occurring upon our failure to consummate
a
business combination, but only with respect to those shares
of common
stock acquired by them prior to this offering. We will pay
the costs of
liquidation and dissolution from our remaining assets outside
of the trust
account.
|
|
|
Escrow
of existing stockholders' shares:
|
On
the date of this prospectus, all of our existing stockholders,
including
all of our officers and directors, will place the shares they
owned before
this offering into an escrow account maintained by Continental
Stock
Transfer & Trust Company, acting as escrow agent. Subject to certain
limited exceptions, such as transfers to family members and
trusts for
estate planning purposes and upon death while remaining subject
to the
escrow agreement, these shares will not be transferable during
the escrow
period and will not be released from escrow until
[ ],
2008 [three
years from the date of this prospectus] unless
we were to consummate a transaction after the consummation
of the initial
business combination which results in all of the stockholders
of the
combined entity having the right to exchange their shares of
common stock
for cash, securities or other property.
|
|
|
August
29, 2005
|
|||||||
|
Actual
|
As
Adjusted
|
||||||
|
Balance
Sheet Data:
|
|||||||
|
Working
capital (deficiency)
|
$
|
(65,608
|
)
|
$
|
148,324,407
|
||
|
Total
assets
|
270,000
|
148,324,407
|
|||||
|
Total
liabilities
|
245,593
|
||||||
|
Value
of common stock which may be converted to cash ($7.34 per share)
|
--
|
29,345,320
|
|||||
|
Stockholders'
equity
|
24,407
|
118,979,087
|
|||||
| · |
the
amount in the trust account, including all accrued interest, as
of two
business days prior to the proposed consummation of the business
combination,
|
| · |
divided
by the number of shares of common stock sold in the
offering.
|
| · |
may
significantly reduce the equity interest of investors in this
offering;
|
| · |
will
likely cause a change in control if a substantial number of our
shares of
common stock are issued, which may affect, among other things,
our ability
to use our net operating loss carry forwards, if any, and most
likely also
result in the resignation or removal of our present officers and
directors;
|
| · |
may
subordinate the rights of holders of common stock if shares of
preferred
stock are issued with rights senior to those afforded to our common
stock;
and
|
| · |
may
adversely affect prevailing market prices for our common
stock.
|
| · |
default
and foreclosure on our assets if our operating cash flow after
a business
combination were insufficient to pay our debt
obligations;
|
| · |
acceleration
of our obligations to repay the indebtedness even if we have made
all
principal and interest payments when due if the debt security contained
covenants that required the maintenance of certain financial ratios
or
reserves and any such covenant were breached without a waiver or
renegotiation of that covenant;
|
| · |
our
immediate payment of all principal and accrued interest, if any,
if the
debt security was payable on demand;
|
| · |
covenants
that limit our ability to acquire capital assets or make additional
acquisitions; and
|
| · |
our
inability to obtain additional financing, if necessary, if the
debt
security contained covenants restricting our ability to obtain
additional
financing while such security was
outstanding.
|
| · |
solely
dependent upon the performance of a single business,
or
|
| · |
dependent
upon the development or market acceptance of a single or limited
number of
products, processes or services.
|
| · |
restrictions
on the nature of our investments;
and
|
| · |
restrictions
on the issuance of securities,
|
| · |
registration
as an investment company;
|
| · |
adoption
of a specific form of corporate structure;
and
|
| · |
reporting,
record keeping, voting, proxy, compliance policies and procedures
and
disclosure requirements and other rules and
regulations.
|
| · |
worldwide
and domestic supplies of oil and gas;
|
| · |
weather
conditions;
|
| · |
the
level of consumer demand;
|
| · |
the
price and availability of alternative fuels;
|
| · |
the
availability of pipeline and refining capacity;
|
| · |
the
price and level of foreign imports;
|
| · |
domestic
and foreign governmental regulations and taxes;
|
| · |
the
ability of the members of the Organization of Petroleum Exporting
Countries (OPEC) to agree to and maintain oil price and production
controls;
|
| · |
political
instability or armed conflict in oil-producing regions; and
|
| · |
the
overall economic environment.
|
| · |
injury
or loss of life;
|
| · |
severe
damage to or destruction of property, natural resources and equipment;
|
| · |
pollution
or other environmental damage;
|
| · |
clean-up
responsibilities;
|
| · |
regulatory
investigations and penalties; and
|
| · |
suspension
of operations.
|
| · |
tariffs
and trade barriers;
|
| · |
regulations
related to customs and import/export
matters;
|
| · |
tax
issues, such as tax law changes and variations in tax laws as compared
to
the United States;
|
| · |
cultural
and language differences;
|
| · |
an
inadequate banking system;
|
| · |
foreign
exchange controls;
|
| · |
restrictions
on the repatriation of profits or payment of
dividends;
|
| · |
crime,
strikes, riots, civil disturbances, terrorist attacks and
wars;
|
| · |
nationalization
or expropriation of property;
|
| · |
law
enforcement authorities and courts that are inexperienced in commercial
matters; and
|
| · |
deterioration
of political relations with the United
States.
|
|
Without
Over-Allotment
Option
|
Over-Allotment
Option
Exercised
|
||||||
|
Gross
proceeds
|
$
|
160,000,000
|
$
|
184,000,000
|
|||
|
Offering
expenses (1)
|
|||||||
|
Underwriting
discount (6% of gross proceeds)
|
9,600,000
|
11,040,000
|
|||||
|
Underwriting
non-accountable expense allowance (1% of gross proceeds)
|
1,600,000
|
1,600,000
|
|||||
|
Legal
fees and expenses (including blue sky services and
expenses)
|
350,000
|
350,000
|
|||||
|
Miscellaneous
expenses
|
10,591
|
10,591
|
|||||
|
Printing
and engraving expenses
|
40,000
|
50,000
|
|||||
|
Accounting
fees and expense
|
25,000
|
25,000
|
|||||
|
SEC
registration fee
|
39,959
|
39,959
|
|||||
|
NASD
registration fee
|
34,450
|
34,450
|
|||||
|
Total
Offering Expenses
|
$
|
11,700,000
|
$
|
13,150,000
|
|||
|
Net
proceeds
|
|||||||
|
Held
in trust
|
146,800,000
|
168,820,000
|
|||||
|
Not
held in trust
|
1,500,000
|
2,030,000
|
|||||
|
|
|||||||
|
Total
net proceeds
|
$
|
148,300,000
|
$
|
170,850,000
|
|||
|
|
| Use of net proceeds not held in trust | |||||||||||||
|
Legal,
accounting and other expenses attendant to the due diligence
investigations, structuring and negotiation of a business
combination
(2)
|
$
|
400,000
|
(26.7
|
)%
|
$
|
400,000
|
(19.7
|
)%
|
|||||
|
Payments
to affiliates of our existing stockholders for office space
and
administrative and support services ($7,500 per month for
two
years)
|
180,000
|
(12.0
|
)%
|
180,000
|
(8.9
|
)%
|
|||||||
|
Repayment
of indebtedness to existing stockholders
|
200,000
|
(13.3
|
)%
|
200,000
|
(9.8
|
)%
|
|||||||
|
Due
diligence of prospective target businesses (3)
|
100,000
|
(6.7
|
)%
|
100,000
|
(4.9
|
)%
|
|||||||
|
Legal
and accounting fees relating to SEC reporting obligations
|
50,000
|
(3.3
|
)%
|
50,000
|
(2.5
|
)%
|
|||||||
|
Working
capital to cover miscellaneous expenses (including potential
deposits,
down payments or funding of a “no-shop” provision in connection with a
particular business combination), D&O insurance premiums and
reserves
|
570,000
|
(38.0
|
)%
|
1,100,000
|
(54.2
|
)%
|
|||||||
|
Total
|
$
|
1,500,000
|
(100.0
|
)%
|
$
|
2,030,000
|
(100.0
|
)%
|
| (1) |
A
portion of the offering expenses have been paid from the funds
we received
from Messrs. Novelly and Mikles described below.
These funds will be repaid out of the proceeds of this offering
not being
placed in trust upon consummation of this offering.
|
| (2) |
Such
amount is expected to be paid to legal, accounting and other
outside
professional firms to conduct due diligence once a potential
target
business for a business combination is identified and to assist
in
negotiating, structuring and documenting the ultimate business
combination
and the preparation and filing of the related proxy
statement.
|
| (3) |
Such
amount represents expenses expected to be incurred by us and
our officers
and directors in identifying and reviewing potential target businesses
for
business combinations, which may include fees to market research
firms or
third party consultants.
|
|
Public
offering price
|
$
|
8.00
|
|||||
|
Net
tangible book value before this offering
|
$
|
(0.01
|
)
|
||||
|
Increase
attributable to new investors
|
5.67
|
||||||
|
Pro
forma net tangible book value after this offering
|
5.66
|
||||||
|
Dilution
to new investors
|
$
|
2.34
|
|||||
|
Shares
Purchased
|
Total
Consideration
|
Average
|
||||||||||||||
|
Number
|
Percentage
|
Amount
|
Percentage
|
Price
per share
|
||||||||||||
|
Existing
Stockholders
|
5,000,000
|
20.00
|
%
|
$
|
25,000
|
0.02
|
%
|
$
|
0.01
|
|||||||
|
New
Investors
|
20,000,000
|
80.00
|
%
|
$
|
160,000,000
|
99.98
|
%
|
$
|
8.00
|
|||||||
|
25,000,000
|
100.00
|
%
|
$
|
160,025,000
|
100.00
|
%
|
||||||||||
|
Numerator:
|
$
|
(65,608
|
)
|
|
|
Net
tangible book value before the offering
|
148,300,000
|
|||
|
Proceeds
from this offering
|
45,000
|
|||
|
Offering
costs paid in advance and excluded from tangible book value before
this
offering
|
(29,345,320
|
)
|
||
|
Less:
Proceeds held in trust subject to conversion to cash ($146,800,000
x
19.99%)
|
$
|
118,934,072
|
||
|
Denominator:
|
||||
|
Shares
of common stock outstanding prior to the offering
|
5,000,000
|
|||
|
Shares
of common stock included in the units offered
|
20,000,000
|
|||
|
Less:
Shares subject to conversion (20,000,000 x 19.99%)
|
(3,998,000
|
)
|
||
|
21,002,000
|
||||
|
August
29, 2005
|
|||||||
|
Actual
|
As
Adjusted
|
||||||
|
Notes
payable, stockholders
|
$ | 200,000 | $ | – | |||
|
Total
debt
|
$ | 200,000 | $ | – | |||
|
Common
stock, $.0001 par value, -0- and 3,998,000 shares which are
subject to
possible conversion, shares at conversion value
(1)
|
$
|
–
|
$
|
29,345,320
|
|||
|
Stockholders’
equity:
|
|||||||
|
Preferred
stock, $.0001 par value, 5,000,000 shares authorized; none
issued or
outstanding
|
$
|
–
|
$
|
--
|
|||
|
Common
stock, $.0001 par value, 60,000,000 shares authorized; 5,000,000
shares
issued and outstanding; 21,002,000 shares issued and outstanding
(excluding 3,998,000 shares subject to possible conversion),
as
adjusted
|
500
|
2,100
|
|||||
|
Additional
paid-in capital
|
24,500
|
118,977,580
|
|||||
|
Deficit
accumulated during the development stage
|
(593
|
)
|
(593
|
)
|
|||
|
Total
stockholders’ equity
|
$
|
24,407
|
$
|
118,979,087
|
|||
|
Total
capitalization
|
$
|
224,407
|
$
|
148,324,407
|
|||
| (1) |
If
we consummate a business combination, the conversion rights afforded
to
our public stockholders may result in the conversion
into cash of up to approximately 19.99% of the aggregate number
of shares
sold in this offering at a per-share conversion
price equal to the amount in the trust account, inclusive of any
interest
thereon, as of two business days prior to the
proposed consummation of a business combination divided by the
number of
shares sold in this offering.
|
| · |
may
significantly reduce the equity interest of our
stockholders;
|
| · |
will
likely cause a change in control if a substantial number of our
shares of
common stock are issued, which may affect, among other things,
our ability
to use our net operating loss carry forwards, if any, and may also
result
in the resignation or removal of one or more of our present officers
and
directors;
|
| · |
may
subordinate the rights of holders of common stock if shares of
preferred
stock are issued with rights senior to those afforded to our common
stock;
and
|
| · |
may
adversely affect prevailing market prices for our common
stock.
|
| · |
default
and foreclosure on our assets if our operating revenues after a
business
combination were insufficient to pay our debt
obligations;
|
| · |
acceleration
of our obligations to repay the indebtedness even if we have made
all
principal and interest payments when due if the debt security contains
covenants that required the maintenance of certain financial ratios
or
reserves and any such covenant were breached without a waiver or
renegotiation of that covenant;
|
| · |
our
immediate payment of all principal and accrued interest, if any,
if the
debt security was payable on demand;
and
|
| · |
our
inability to obtain additional financing, if necessary, if the
debt
security contains covenants restricting our ability to obtain additional
financing while such security was
outstanding.
|
| · |
large
operators--who produced a yearly total of 1.5 million barrels or
more of
crude, 15 billion cubic feet of natural gas, or both;
|
| · |
intermediate
operators--who produced a yearly total of at least 400,000 barrels
of
crude oil, 2 billion cubic feet of natural gas, or both, but less
than the
large operators; and
|
| · |
small
operators--who produced less than the intermediate
operators.
|
| · |
financial
condition and results of operation;
|
| · |
growth
potential;
|
| · |
experience
and skill of management and availability of additional
personnel;
|
| · |
capital
requirements;
|
| · |
competitive
position;
|
| · |
barriers
to entry into the petroleum or oil and gas
industries;
|
| · |
stage
of development of the petroleum or oil and gas
assets;
|
| · |
degree
of current or potential market acceptance of the products, processes
or
services;
|
| · |
proprietary
features and degree of intellectual property or other protection
of the
products, processes or services;
|
| · |
regulatory
environment of the industry; and
|
| · |
costs
associated with effecting the business
combination.
|
| · |
subject
us to numerous economic, competitive and regulatory developments,
any or
all of which may have a substantial adverse impact upon the particular
industry in which we may operate subsequent to a business combination,
and
|
| · |
result
in our dependency upon the development or market acceptance of
a single or
limited number of products, processes or services or dependency
on a
limited customer base.
|
| · |
our
obligation to seek stockholder approval of a business combination
or
obtain the necessary financial information to be included in the
proxy
statement to be sent to stockholders in connection with such business
combination may delay or prevent the completion of a
transaction;
|
| · |
our
obligation to convert into cash shares of common stock held by
our public
stockholders in certain instances may reduce the resources available
to us
for a business combination; and
|
| · |
our
outstanding warrants, and the future dilution they potentially
represent,
may not be viewed favorably by certain target
businesses.
|
|
Terms
of Our Offering
|
Terms
Under a Rule 419 Offering
|
||
|
Escrow
of offering proceeds
|
$146,800,000
of the net offering proceeds will be deposited into a trust account
at
JPMorgan Chase NY Bank maintained by Continental Stock Transfer
&
Trust Company.
|
$133,920,000
of the offering proceeds would be required to be deposited into
either an
escrow account with an insured depositary institution or in a
separate
bank account established by a broker-dealer in which the broker-dealer
acts as trustee for persons having the beneficial interests in
the
account.
|
|
|
Investment
of net proceeds
|
The
$146,800,000 of net offering proceeds held in trust will only
be invested
in Treasury Bills issued by the United States having a maturity
of
180 days or less or in money market funds meeting certain
conditions
under Rule 2a-7 promulgated under the Investment Company
Act of
1940.
|
Proceeds
could be invested only in specified securities such as a money
market fund
meeting conditions of the Investment Company Act of 1940 or in
securities
that are direct obligations of, or obligations guaranteed as
to principal
or interest by, the United States.
|
|
|
Limitation
on fair value or net
assets
of target business
|
The
initial target business that we acquire must have a fair market
value
equal to at least 80% of our net assets at the time of such
acquisition.
|
We
would be restricted from acquiring a target business unless the
fair value
of such business or net assets to be acquired represent at least
80% of
the maximum offering proceeds.
|
|
|
Trading
of securities issued
|
The
units may commence trading on or promptly after the date of this
prospectus. The common stock and warrants comprising the units
will begin
to trade separately on the 90th day after the date of this prospectus
unless The Shemano Group, Inc. determines that an earlier date
is
acceptable, based upon its assessment of the relative strengths
of the
securities markets and small capitalization companies in general,
and the
trading pattern of, and demand for, our securities in particular;
provided
we have filed with the SEC a Current Report on Form 8-K, which
includes an
audited balance sheet reflecting our receipt of the proceeds
of this
offering, including any proceeds we receive from the exercise
of the
over-allotment option, if such option is exercised prior to the
filing of
the Form 8-K. If The Shemano Group, Inc. determines to permit
separate
trading of the common stock and warrants earlier than the 90th
day after
the date of this prospectus, we will issue a press release and
file a
Current Report on Form 8-K announcing when such separate trading
will
begin.
|
No
trading of the units or the underlying common stock and warrants
would be
permitted until the completion of a business combination. During
this
period, the securities would be held in the escrow or trust
account.
|
|
Exercise
of the warrants
|
The
warrants cannot be exercised until the later of the completion
of a
business combination or one year from the date of this prospectus
and,
accordingly, will only be exercised after the trust account has
been
terminated and distributed.
|
The
warrants could be exercised prior to the completion of a business
combination, but securities received and cash paid in connection
with the
exercise would be deposited in the escrow or trust
account.
|
|
|
Election
to remain an investor
|
We
will give our stockholders the opportunity to vote on the business
combination. In connection with seeking stockholder approval,
we will send
each stockholder a proxy statement containing information required
by the
SEC. A stockholder following the procedures described in this
prospectus
is given the right to convert his or her shares into his or her
pro rata
share of the trust account. However, a stockholder who does not
follow
these procedures or a stockholder who does not take any action
would not
be entitled to the return of any funds.
|
A
prospectus containing information required by the SEC would be
sent to
each investor. Each investor would be given the opportunity to
notify the
company, in writing, within a period of no less than 20 business
days and
no more than 45 business days from the effective date of the
post-effective amendment, to decide whether he or she elects
to remain a
stockholder of the company or require the return of his or her
investment.
If the company has not received the notification by the end of
the
45th
business day, funds and interest or dividends, if any, held in
the trust
or escrow account would automatically be returned to the stockholder.
Unless a sufficient number of investors elect to remain investors,
all of
the deposited funds in the escrow account must be returned to
all
investors and none of the securities will be issued.
|
|
|
Business
combination deadline
|
A
business combination must occur within 18 months after the consummation
of
this offering or within 24 months after the consummation of this
offering
if a letter of intent or definitive agreement relating to a prospective
business combination was entered into prior to the end of the
18-month
period.
|
If
an acquisition has not been consummated within 18 months after
the
effective date of the initial registration statement, funds held
in the
trust or escrow account would be returned to investors.
|
|
|
Release
of funds
|
The
proceeds held in the trust account will not be released until
the earlier
of the completion of a business combination or the completion
of a
business combination or our liquidation upon our failure to effect
a
business combination within the allotted time.
|
The
proceeds held in the escrow account would not be released until
the
earlier of the completion of a business combination or the failure
to
effect a business combination within the allotted time.
|
| Name |
Age
|
Position | ||
|
Paul
Anthony Novelly
|
|
62
|
|
Chairman
of the Board
|
|
Lee
E. Mikles
|
49
|
Chief
Executive Officer and Director
|
||
|
Douglas
D. Hommert
|
50
|
Executive
Vice President, Secretary and
Director
|
| · |
None
of our officers and directors are required to commit their full
time to
our affairs and, accordingly, they may have conflicts of interest
in
allocating management time among various business
activities.
|
| · |
In
the course of their other business activities, our officers and
directors
may become aware of investment and business opportunities which
may be
appropriate for presentation to our company as well as the other
entities
with which they are affiliated. They may have conflicts of interest
in
determining to which entity a particular business opportunity should
be
presented. For a description of our management's other affiliations,
see
the previous section entitled "Directors and Executive
Officers."
|
| · |
Our
officers and directors may in the future become affiliated with
entities,
including other blank check companies, engaged in business activities
similar to those intended to be conducted by our
company.
|
| · |
Since
our directors and their affiliates beneficially own shares of our
common
stock which will be released from escrow only if a business combination
is
successfully completed, our board may have a conflict of interest
in
determining whether a particular target business is appropriate
to effect
a business combination. The personal and financial interests of
our
directors and officers may influence their motivation in identifying
and
selecting a target business, completing a business combination
timely and
securing the release of their
stock.
|
| · |
Our
directors and officers may be paid consulting, management or other
fees
from target businesses as a result of the business combination,
with any
and all amounts being fully disclosed to stockholders, to the extent
then
known, in the proxy solicitation materials furnished to the stockholders.
If management negotiates to be retained post-business combination
as a
condition to any potential business combination, such negotiations
may
result in a conflict of interest.
|
| · |
Because
our existing stockholders, including all of our officers and directors,
will not receive reimbursement for any out-of-pocket expenses incurred
by
them to the extent that such expenses exceed the amount of available
proceeds not deposited in the trust account unless the business
combination is consummated, they may have a conflict of interest
when
determining whether a particular business combination is in the
public
stockholders’ best interest. Specifically, our existing stockholders may
view potential business combinations where such excess expenses
would be
repaid more favorably than those where such excess expenses would
not be
repaid or any business combination in which such excess expenses
would be
repaid more favorably than no business
combination.
|
| · |
the
corporation could financially undertake the
opportunity;
|
| · |
the
opportunity is within the corporation's line of business;
and
|
| · |
it
would not be fair to the corporation and its stockholders for the
opportunity not to be brought to the attention of the
corporation.
|
| · |
each
person known by us to be the beneficial owner of more than 5% of
our
outstanding shares of common stock;
|
| · |
each
of our officers and directors; and
|
| · |
all
our officers and directors as a
group.
|
|
Amount
and Nature
of
|
Approximate
Percentage of Outstanding Common Stock
|
|||||||||
|
Name
and Address of Beneficial Owner (1)
|
Beneficial
Ownership
|
Before
Offering
|
After
Offering
|
|||||||
|
Paul
Anthony Novelly (2)
|
2,000,000
|
40.0
|
%
|
8.0
|
%
|
|||||
|
Lee
E. Mikles
(3)
|
2,100,000
|
42.0
|
%
|
8.4
|
%
|
|||||
|
Douglas
D. Hommert
(4)
|
250,000
|
5.0
|
%
|
1.0
|
%
|
|||||
|
All
directors and executive officers as a group
(three individuals)
|
4,350,000
|
87.0
|
%
|
17.4
|
%
|
|||||
| (1) |
Unless
otherwise indicated, the business address of each of the individuals
is
8235 Forsyth Boulevard, Suite 400, Clayton, Missouri
63105.
|
| (2) |
Shares
held by St. Albans Global Management LLLP. Mr. Novelly is the chief
executive officer of this entity and thereby has voting and investment
power over such shares, but disclaims beneficial ownership except
to the
extent of a minor pecuniary interest.
|
| (3) |
Includes
(i) 2,000,000 shares held by Lee E. Mikles Revocable Trust dated
March 26,
1996 and (ii) 100,000 shares held by Lee E. Mikles Gift Trust dated
October 6, 1999. Mr. Mikles’s business address is 1486 E. Valley Road,
Santa Barbara, California 93108.
|
| (4) |
Shares
held by Douglas D. Hommert Revocable Trust, which is a trust established
by Mr. Hommert for the benefit of his descendants, of which Mr.
Hommert is
the trustee.
|
| · |
three
years following the date of this
prospectus;
|
| · |
our
liquidation; and
|
| · |
the
consummation of a liquidation, merger, stock exchange or other
similar
transaction which results in all of our stockholders having the
right to
exchange their shares of common stock for cash, securities or other
property subsequent to our consummating a business combination
with a
target business.
|
|
Name
|
|
Number
of Shares
|
|
Relationship
to Us
|
|
St.
Albans Global Management, LLLP
|
2,000,000
|
Stockholder
(affiliate of Paul Anthony Novelly)
|
||
|
Lee
E. Mikles Revocable Trust dtd 3.26.96
|
2,000,000
|
Stockholder
(affiliate of Lee E. Mikles)
|
||
|
Lee
E. Mikles Gift Trust dtd 10.6.99
|
100,000
|
Stockholder
(affiliate of Lee E. Mikles)
|
||
|
Edwin
A. Levy
|
250,000
|
Stockholder
|
||
|
Douglas
D. Hommert Revocable Trust
|
250,000
|
Stockholder
(affiliate of Douglas D. Hommert)
|
||
|
Joe
C. Leach
|
250,000
|
Stockholder
|
||
|
Mark
R. Miller
|
100,000
|
Stockholder
|
||
|
RAS,
LLC
|
50,000
|
Stockholder
|
||
| · |
the
completion of a business combination;
and
|
| · |
one
year from the date of this
prospectus.
|
| · |
in
whole and not in part,
|
| · |
at
a price of $.01 per warrant at any time after the warrants become
exercisable,
|
| · |
upon
not less than 30 days' prior written notice of redemption
to each
warrant holder, and
|
| · |
if,
and only if, the last sales price of the common stock equals or
exceeds
$11.50 per share, for any 20 trading days within a 30 trading day
period
ending on the third business day prior to the notice of redemption
to
warrant holders.
|
| · |
1%
of the number of shares of common stock then outstanding, which
will equal
250,000 shares immediately after this offering (or 280,000 if the
underwriters' exercise their over-allotment option in full);
and
|
| · |
the
average weekly trading volume of the common stock during the four
calendar
weeks preceding the filing of a notice on Form 144 with
respect to
the sale.
|
|
Underwriters
|
Number
of Units
|
|||
|
The
Shemano Group, Inc.
|
||||
|
|
||||
|
Total
|
20,000,000
|
| · |
Alabama,
Alaska, Arizona, Arkansas, California, Colorado, Connecticut, Delaware,
Florida, Georgia, Hawaii, Idaho, Indiana, Iowa, Kansas, Kentucky,
Louisiana, Maine, Massachusetts, Minnesota, Mississippi, Missouri,
Nebraska, Nevada, New Jersey, New Mexico, New York, North Carolina,
Ohio,
Oklahoma, Pennsylvania, South Dakota, Utah, Virginia, Washington,
West
Virginia, Wisconsin and Wyoming.
|
| · |
the
District of Columbia, Illinois, Maryland, Michigan, Montana, New
Hampshire, North Dakota, Oregon, Puerto Rico, Rhode Island, South
Carolina, Tennessee, Texas and
Vermont.
|
| Ÿ |
immediately
in the District of Columbia, Illinois and Maryland ;
and
|
| Ÿ |
commencing
90 days after the date of this prospectus in Rhode
Island.
|
| · |
the
history and prospects of companies whose principal business is
the
acquisition of other companies;
|
| · |
prior
offerings of those companies;
|
| · |
our
prospects for acquiring an operating business at attractive
values;
|
| · |
our
capital structure;
|
| · |
an
assessment of our management and their experience in identifying
operating
companies;
|
| · |
general
conditions of the securities markets at the time of the offering;
and
|
| · |
other
factors as were deemed relevant.
|
|
Per
unit
|
Without
option
|
With
option
|
||||||||
|
Public
offering price
|
$
|
8.00
|
$
|
160,000,000
|
$
|
184,000,000
|
||||
|
Discount
|
$
|
0.48
|
$
|
9,600,000
|
$
|
11,040,000
|
||||
|
Non-accountable
expense allowance (1)
|
$
|
0.08
|
$
|
1,600,000
|
$
|
1,600,000
|
||||
|
Proceeds
before expenses (2)
|
$
|
7.44
|
$
|
148,800,000
|
$
|
171,360,000
|
||||
| (1) |
The
non-accountable expense allowance is not payable with respect to
the units
sold upon exercise of the underwriters' over- allotment
option.
|
| (2) |
The
offering expenses are estimated to be approximately
$500,000.
|
| · |
Stabilizing
Transactions.
The underwriters may make bids or purchases for the purpose of
preventing
or retarding a decline in the price of our units, so long as stabilizing
bids do not exceed the offering price of
$8.00.
|
| · |
Over-Allotments
and Syndicate Coverage Transactions.
The underwriters may create a short position in our units by selling
more
of our units than are set forth on the cover page of this prospectus.
If
the underwriters create a short position during the offering, the
representative may engage in syndicate covering transactions by
purchasing
our units in the
open market. The representative may also elect to reduce any short
position by exercising all or part of the over-allotment
option.
|
| · |
Penalty
Bids.
The representative may reclaim a selling concession from a syndicate
member when the units originally sold by the syndicate member is
purchased
in a stabilizing or syndicate covering transaction to cover syndicate
short positions.
|
|
F-2
|
|
|
|
|
|
|
|
|
F-3
|
|
|
F-4
|
|
|
F-5
|
|
|
F-6
|
|
|
|
|
|
F-7-F-10
|
|
August
29, 2005
|
||||
|
|
|
|||
|
ASSETS
|
|
|||
|
|
||||
|
Current
asset, cash
|
$
|
179,985
|
||
|
Other
assets, deferred
offering costs
|
90,015
|
|||
|
$
|
270,000
|
|||
|
|
||||
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||||
|
|
||||
|
Current
liabilities
|
||||
|
Accrued
expenses
|
$
|
45,593
|
||
|
Notes
payable, stockholders
|
200,000
|
|||
|
Total
current liabilities
|
245,593
|
|||
|
|
||||
|
Stockholders’
equity
|
||||
|
Preferred
stock, $.0001 par value, authorized 5,000,000 shares; none
issued
|
--
|
|||
|
Common
stock, $.0001 par value, authorized 60,000,000 shares; issued and
outstanding 5,000,000
|
500
|
|||
|
Paid-in
capital in excess of par
|
24,500
|
|||
|
Deficit
accumulated during the development stage
|
(593
|
)
|
||
|
Total
stockholders’ equity
|
24,407
|
|||
|
$
|
270,000
|
|||
|
For
period from August 12, 2005 (inception) to August 29,
2005
|
||||
|
|
|
|||
|
Formation
and operating costs
|
$
|
(593
|
)
|
|
|
Net
loss
|
$
|
(593
|
)
|
|
|
Weighted
average shares outstanding
|
5,000,000
|
|||
|
Net
loss per share
|
$
|
--
|
||
|
For
period from August 12, 2005 (inception) to August 29,
2005
|
|
Common
Stock
|
Paid-in
Capital in
Excess
of
|
Deficit
Accumulated
During
the Development
|
Stockholders'
|
|||||||||||||
|
|
|
Shares
|
|
Amount
|
|
Par
|
|
Stage
|
Equity
|
|||||||
|
Common
shares issued
|
5,000,000
|
$
|
500
|
$
|
24,500
|
$
|
—
|
$
|
25,000
|
|||||||
|
Net
loss
|
|
|
|
(593
|
)
|
(593
|
)
|
|||||||||
|
Balances,
at August 29, 2005
|
5,000,000
|
$
|
500
|
$
|
24.500
|
$
|
(593
|
)
|
$
|
24,407
|
||||||
|
For
period from August 12, 2005 (inception) to August 29,
2005
|
||||
|
|
|
|||
|
Cash
flows from operating activities
|
|
|||
|
Net
loss
|
$
|
(593
|
)
|
|
|
Change
in accrued expenses
|
593
|
|||
|
Net
cash provided by operating activities
|
||||
|
Cash
flows from financing activities
|
||||
|
Deferred
offering costs
|
(45,015
|
)
|
||
|
Proceeds
from notes payable, stockholders
|
200,000
|
|||
|
Proceeds
from sale of common stock
|
25,000
|
|||
|
Net
cash provided by financing activities
|
179,985
|
|||
|
|
||||
|
Net
increase in cash
|
179,985
|
|||
|
|
||||
|
Cash,
beginning
of period
|
--
|
|||
|
|
||||
|
Cash,
end
of period
|
$
|
179,985
|
||
|
|
||||
|
Supplemental
schedule of non-cash financing activities:
|
||||
|
Accrual
of offering costs
|
$
|
45,000
|
||
| VICEROY ACQUISITION CORPORATION | ||
| (a corporation in the development stage) | ||
| NOTES TO FINANCIAL STATEMENTS |
|
1.
|
Nature
of operations and summary of significant accounting
policies
|
| VICEROY ACQUISITION CORPORATION | ||
| (a corporation in the development stage) | ||
| NOTES TO FINANCIAL STATEMENTS |
|
1.
|
Nature
of operations and summary of significant accounting policies
(continued)
|
| 2. |
Proposed
public offering
|
| 3. |
Deferred
offering costs
|
| VICEROY ACQUISITION CORPORATION | ||
| (a corporation in the development stage) | ||
| NOTES TO FINANCIAL STATEMENTS |
| 4. |
Notes
payable, stockholders
|
| 5. |
Commitments
and related party
transactions
|
| VICEROY ACQUISITION CORPORATION | ||
| (a corporation in the development stage) | ||
| NOTES TO FINANCIAL STATEMENTS |
| 5. |
Commitments
and related party transactions
(continued)
|
| 6. |
Preferred
stock
|
|
Initial
Trustees' fee
|
$
|
1,000
|
(1
|
)
|
||
|
SEC
Registration Fee
|
39,959
|
|||||
|
NASD
filing fee
|
34,450
|
|||||
|
Accounting
fees and expenses
|
25,000
|
|||||
|
Printing
and engraving expenses
|
40,000
|
|||||
|
Legal
fees and expenses
|
300,000
|
|||||
|
Blue
sky services and expenses
|
50,000
|
|||||
|
Miscellaneous
|
41,656
|
(2
|
)
|
|||
|
Total
|
$
|
500,000
|
| (1) |
In
addition to the initial acceptance fee that is charged by Continental
Stock Transfer & Trust Company, as trustee, the registrant
will be required to pay to Continental Stock Transfer & Trust
Company annual fees of $3,000 for acting as trustee, $4,800
for acting as transfer agent of the registrant's common stock,
$2,400 for
acting as warrant agent for the registrant's warrants
and $1,800 for acting as escrow
agent.
|
| (2) |
This
amount represents additional expenses that may be incurred by the
registrant in connection with the offering over and above
those specifically listed above, including distribution and mailing
costs.
|
|
Stockholders
|
Number
of Shares
|
|||
|
St.
Albans Global Management, LLLP
|
2,000,000
|
|||
|
Lee
E. Mikles Revocable Trust dtd 3.26.96
|
2,000,000
|
|||
|
Lee
E. Mikles Gift Trust dtd 10.6.99
|
100,000
|
|||
|
Edwin
A. Levy
|
250,000
|
|||
|
Douglas
D. Hommert Revocable Trust
|
250,000
|
|||
|
Joe
C. Leach
|
250,000
|
|||
|
Mark
R. Miller
|
100,000
|
|||
|
RAS,
LLC
|
50,000
|
|||
|
5,000,000
|
||||
|
Exhibit
No.
|
Description | ||
|
1.1
|
|
Form
of Underwriting Agreement.*
|
|
|
1.2
|
|
Form
of Selected Dealers Agreement.+
|
|
|
3.1
|
|
Amended
and Restated Certificate of Incorporation.*
|
|
|
3.2
|
|
By-laws.*
|
|
|
4.1
|
|
Specimen
Unit Certificate.*
|
|
|
4.2
|
|
Specimen
Common Stock Certificate.*
|
|
|
4.3
|
|
Specimen
Warrant Certificate.*
|
|
|
4.4
|
|
Form
of Warrant Agreement between Continental Stock Transfer & Trust
Company and the Registrant.*
|
|
|
4.5
|
Form
of Unit Purchase Option to be granted to
Representative.*
|
||
|
5.1
|
|
Opinion
of Mintz Levin Cohn Ferris Glovsky and Popeo, PC.+
|
|
|
10.1
|
|
Letter
Agreement among the Registrant, The Shemano Group, Inc. and Paul
Anthony
Novelly.*
|
|
|
10.2
|
|
Letter
Agreement among the Registrant, The Shemano Group, Inc. and Lee
E.
Mikles.*
|
|
|
10.3
|
Letter
Agreement among the Registrant, The Shemano Group, Inc. and Lee
E. Mikles
Revocable Trust dtd 3.26.96.*
|
||
|
10.4
|
Letter
Agreement among the Registrant, The Shemano Group, Inc. and Lee
E. Mikles
Gift Trust dtd 10.6.99.*
|
||
|
10.5
|
|
Letter
Agreement among the Registrant, The Shemano Group, Inc. and Douglas
D.
Hommert.*
|
|
|
10.6
|
Letter
Agreement among the Registrant, The Shemano Group, Inc. and Douglas
D.
Hommert Revocable Trust.*
|
||
|
10.7
|
|
Letter
Agreement among the Registrant, The Shemano Group, Inc. and Edwin
A.
Levy.*
|
|
|
10.8
|
|
Letter
Agreement among the Registrant, The Shemano Group, Inc. and St.
Albans
Global Management, LLLP.*
|
|
|
10.9
|
|
Letter
Agreement among the Registrant, The Shemano Group, Inc. and Joe
C.
Leach.*
|
|
|
10.10
|
|
Letter
Agreement among the Registrant, The Shemano Group, Inc. and Mark
R.
Miller.*
|
|
|
10.11
|
|
Letter
Agreement among the Registrant, The Shemano Group, Inc. and RAS,
LLC.*
|
|
|
10.12
|
|
Form
of Investment Management Trust Agreement between Continental
Stock
Transfer & Trust Company and the Registrant.*
|
|
|
10.13
|
|
Form
of Stock Escrow Agreement between the Registrant, Continental
Stock
Transfer & Trust Company and the Initial
Stockholders.*
|
|
|
10.14
|
Services
Agreement between Mikles/Miller Management, Inc. and the
Registrant.*
|
||
|
10.15
|
Services
Agreement between Apex Oil Company, Inc. and the
Registrant.*
|
||
|
10.16
|
|
Promissory
Note, dated August 26, 2005, issued to St. Albans Global Management,
LLLP.*
|
|
|
10.17
|
|
Promissory
Note, dated August 26, 2005, issued to Lee E. Mikles.*
|
|
|
10.18
|
|
Form
of Registration Rights Agreement among the Registrant and the
Initial
Stockholders.*
|
|
|
23.1
|
|
Consent
of Rothstein, Kass & Company, P.C.
|
|
|
23.2
|
|
Consent
of Mintz Levin Cohn Ferris Glovsky and Popeo, PC (included in
Exhibit
5.1).
|
|
|
24
|
|
Power
of Attorney (included on the signature page of this Registration
Statement).*
|
|
| * |
Previously
filed
|
|
+
|
To
be filed by amendment.
|
| VICEROY ACQUISITION CORPORATIONS | ||
| |
|
|
| By: | /s/ Paul Anthony Novelly | |
|
|
||
|
Paul
Anthony Novelly
Chairman of the Board
|
||
|
SIGNATURE
|
TITLE
|
DATE
|
||
| /s/ Paul Anthony Novelly | Chairman of the Board |
October
13, 2005
|
||
| Paul Anthony Novelly | (Principal Executive and Principal Financial and Accounting Officer) | |||
| /s/ Lee E. Mikles | Chief Executive Officer and Director |
October
13, 2005
|
||
| Lee E. Mikles | ||||
| /s/ Douglas D. Hommert | Executive Vice President, Secretary and Director |
October
13, 2005
|
||
| Douglas D. Hommert |