Attached files

file filename
EX-4.4 - Integrated Drilling Equipment Holdings Corpv224958_ex4-4.htm
EX-4.2 - Integrated Drilling Equipment Holdings Corpv224958_ex4-2.htm
EX-3.2 - Integrated Drilling Equipment Holdings Corpv224958_ex3-2.htm
EX-4.1 - Integrated Drilling Equipment Holdings Corpv224958_ex4-1.htm
EX-1.1 - Integrated Drilling Equipment Holdings Corpv224958_ex1-1.htm
EX-10.4 - Integrated Drilling Equipment Holdings Corpv224958_ex10-4.htm
EX-10.1 - Integrated Drilling Equipment Holdings Corpv224958_ex10-1.htm
EX-10.11 - Integrated Drilling Equipment Holdings Corpv224958_ex10-11.htm

As filed with the Securities and Exchange Commission on June 3, 2011

Registration No.: 333-172629

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



 

Amendment No. 7 to
Form S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933



 

EMPEIRIA ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

   
Delaware   6770   27-5079295
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

142 W. 57th Street, 12th Floor
New York, NY 10019
(212) 887-1150

(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)



 

Alan B. Menkes
Chief Executive Officer
c/o G2 Investment Group, LLC
142 W. 57th Street, 12th Floor
New York, NY 10019
(212) 887-1150

(Name, address, including zip code, and telephone number,
including area code, of agent for service)



 

Copies to:

 
Douglas S. Ellenoff, Esq.
Stuart Neuhauser, Esq.
Ellenoff Grossman & Schole LLP
150 East 42nd Street
New York, New York 10017
(212) 370-1300
(212) 370-7889 — Facsimile
  Kenneth R. Koch, Esq.
Jeffrey P. Schultz, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C.
Chrysler Center
666 Third Avenue
New York, NY 10017
(212) 935-3000
(212) 983-3115 — Facsimile


 

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of the registration statement.



 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

     
Large accelerated filer o   Accelerated filer o   Non-accelerated filer x   Smaller reporting company o
 

 


 
 

CALCULATION OF REGISTRATION FEE

       
Title of Each Class of Securities to be Registered   Amount to be Registered(1)   Proposed Maximum
Offering Price
per Unit(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)     11,500,000     $ 10.00     $ 115,000,000     $ 13,351.50  
Shares of Common Stock included as part of the Units(2)     11,500,000                   (3) 
Warrants included as part of the Units(2)     11,500,000                   (3) 
Shares of Common Stock underlying the Warrants included in the Units(2)(4)     11,500,000     $ 11.50     $ 132,250,000     $ 15,354.23  
Representative’s Unit Purchase Option     1     $ 100.00     $ 100.00       .01  
Units underlying the Representative’s Unit Purchase Option (“Representative’s Units”)     1,000,000     $ 15.00     $ 15,000,000     $ 1,741.50  
Shares of Common Stock included as part of the Representative’s Units     1,000,000                   (3) 
Warrants included as part of the Representative’s Units     1,000,000                   (3) 
Shares of Common Stock underlying the Warrants included in the Representative’s Units(4)     1,000,000     $ 11.50     $ 11,500,000     $ 1,335.15  
Total                     $ 273,750,100     $ 31,782.39 (5) 

(1) Estimated solely for the purpose of calculating the registration fee.
(2) Includes 1,500,000 units, 1,500,000 shares of common stock and 1,500,000 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 an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(5) Previously paid.


 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.


 
 

EXPLANATORY NOTE

The sole purpose of this Amendment No. 7 to the Registration Statement on Form S-1 of Empeiria Acquisition Corp. (Commission File No. 333-172629) is to re-file Exhibits 1.1, 3.2, 4.1, 4.2, 4.4, 10.1 and 10.4 and to file Exhibit 10.11. No other changes have been made to the Registration Statement.


 
 

PART II
  
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The estimated expenses payable by us in connection with the offering described in this registration statement (other than the underwriting discount and commissions) will be as follows:

 
SEC filing fee     31,782  
FINRA filing fee     27,875  
Accounting fees and expenses     50,000  
Printing and engraving expenses     35,000  
Legal fees and expenses     250,000  
Blue Sky legal and filing fees     40,000  
Miscellaneous expenses(1)     65,343  
Total   $ 500,000  

(1) This amount represents additional expenses that may be incurred by us in connection with the offering over and above those specifically listed above, including distribution and mailing costs.

Item 14. Indemnification of Directors and Officers.

Our amended and restated certificate of incorporation provides that all of our directors, officers, employees and agents will be entitled to be indemnified by us to the fullest extent permitted by Section 145 of the Delaware General Corporation Law.

Section 145 of the Delaware General Corporation Law concerning indemnification of officers, directors, employees and agents is set forth below.

Section 145. Indemnification of officers, directors, employees and agents; insurance.

(a)  A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust account or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

(b)  A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust account or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in

II-1


 
 

view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(c)  To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

(d)  Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

(e)  Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

(f)  The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

(g)  A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust account or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under this section.

(h)  For purposes of this section, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

(i)  For purposes of this section, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this section.

II-2


 
 

(j)  The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(k)  The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation’s obligation to advance expenses (including attorneys’ fees).

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to the court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Our amended and restated certificate of incorporation provides:

The Corporation, to the full extent permitted by Section 145 of the DGCL, as amended from time to time, shall indemnify all persons whom it may indemnify pursuant thereto. Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative, or investigative action, suit or proceeding for which such officer or director may be entitled to indemnification hereunder shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized hereby.

Our bylaws provide for the indemnification of our directors, officers or other persons in accordance with our amended and restated certificate of incorporation.

Pursuant to the Underwriting Agreement filed as Exhibit 1.1 to this Registration Statement, we have agreed to indemnify the underwriters, and the underwriters have agreed to indemnify us, against certain civil liabilities that may be incurred in connection with this offering, including certain liabilities under the Securities Act.

Item 15. Recent Sales of Unregistered Securities.

During the past three years, we sold the following shares of common stock without registration under the Securities Act:

 
Stockholders   Number of
Shares
Empeiria Investors LLC     4,000,000  
Total     4,000,000(1)  

(1) As of May 2, 2011, our sponsor sold, at cost, an aggregate of 1,000,000 of such initial shares to our officers and directors in the following amounts: 345,000 shares to Mr. Menkes, 135,000 shares to Mr. Oster, 63,000 shares to Mr. Fong, 290,000 shares to Mr. Dion, 132,000 shares to Mr. Mills, 18,000 shares to Mr. Brigman, 17,000 shares to Ms. Kaplan.

Such shares of common stock were issued to our sponsor on January 24, 2011 in connection with our organization pursuant to the exemption from registration contained in Section 4(2) of the Securities Act as they were sold to an “accredited investor” as defined in Rule 501(a) of the Securities Act. The shares of common stock issued to our sponsor were sold for an aggregate offering price of $25,000 at a purchase price of $.00625 per share. No underwriting discounts or commissions were paid with respect to such sales. Of

II-3


 
 

these securities, up to 500,000 shares of common stock are subject to forfeiture in the event that the underwriters’ over-allotment option is not exercised, in full.

On or before the date of the prospectus accompanying this registration statement, our sponsor will purchase an aggregate of 500,000 placement units from us. The placement units will be issued pursuant to the exemption from registration contained in Section 4(2) of the Securities Act as they will be sold to “accredited investors” as defined in Rule 501(a) of the Securities Act. No underwriting discounts or commissions will be paid with respect to such sales. A private placement subscription agreement has been entered into between the Company and our sponsor in connection with these placement units and is attached as an exhibit.

In addition, if we increase the size of the offering pursuant to Rule 462(b) under the Securities Act, we may effect a stock dividend immediately prior to the consummation of the offering in an amount such that our initial stockholders’ ownership of initial shares (but excluding any placement shares) equals 25.0% of our issued and outstanding shares of common stock upon consummation of the offering. If we decrease the size of the offering we will effect a reverse split of our common stock immediately prior to the consummation of the offering in an amount such that our initial stockholders’ ownership of initial shares (but excluding any placement shares) equals 25.0% of our issued and outstanding shares of common stock upon the date of this prospectus, in each case without giving effect to the sale of warrants to our sponsor as described above. Any such increased number of shares will be subject to forfeiture in the event that the underwriters’ over-allotment option is not exercised in full. Any such decreased number of shares will be forfeited, with the remainder subject to forfeiture in the event that the underwriters’ over-allotment option is not exercised in full.

Item 16. Exhibits and Financial Statement Schedules.

See the Exhibit Index, which follows the signature page and which is incorporated by reference herein.

Item 17. Undertakings.

(a)  The undersigned registrant hereby undertakes:

(1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

i.  To include any prospectus required by Section 10(a)(3) of the Securities Act;

ii.  To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

iii.  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)  That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)  That, for the purpose of determining liability of the registrant under the Securities Act in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

II-4


 
 

i.  Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

ii.  Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

iii.  The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

iv.  Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b)  The undersigned hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

(c)  Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(d)  The undersigned registrant hereby undertakes that:

(1)  For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2)  For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-5


 
 

SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 3rd day of June, 2011.

 
  EMPEIRIA ACQUISITION CORP.
    

By:

/s/ Alan B. Menkes
Name: Alan B. Menkes
Title: Chief Executive Officer

   
Name   Position   Date
/s/ Alan B. Menkes
Alan B. Menkes
  Chief Executive Officer and Director
(Principal Executive Officer)
  June 3, 2011
/s/ Joseph Fong*
Joseph Fong
  Chief Financial Officer and Executive Vice President
(Principal Financial and Accounting Officer)
  June 3, 2011
/s/ Keith E. Oster*
Keith E. Oster
  President and Director   June 3, 2011
/s/ James N. Mills*
James N. Mills
  Chairman of the Board   June 3, 2011
/s/ Barry Brigman*
Barry Brigman
  Director   June 3, 2011
/s/ Michael Dion*
Michael Dion
  Executive Vice President and Director   June 3, 2011

*By:

/s/ Alan B. Menkes
Alan B. Menkes
Attorney-in-Fact

II-6


 
 

EXHIBIT INDEX

 
Exhibit
No.
  Description
1.1   Form of Underwriting Agreement.*
3.1   Certificate of Incorporation.**
3.2   Form of Amended and Restated Certificate of Incorporation.*
3.3   Bylaws.**
4.1   Specimen Unit Certificate.*
4.2   Specimen Common Stock Certificate.*
4.3   Specimen Warrant Certificate. (included in Exhibit 4.4 as Exhibit A)**
4.4   Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.*
4.5   Form of Unit Purchase Option.**
5.1   Opinion of Ellenoff Grossman & Schole LLP.**
10.1    Form of Investment Management Trust Account Agreement between Continental Stock Transfer & Trust Company and the Registrant.*
10.2    Form of Registration Rights Agreement among the Registrant and security holders.**
10.3    Intentionally omitted.
10.4    Form of Letter Agreement by and between the Registrant and Empeiria Investors LLC, and the officers and directors of Registrant.*
10.5    Securities Purchase Agreement dated January 24, 2011 between the Registrant and Empeiria Investors LLC.**
10.6    Promissory Note, dated February 25, 2011 issued to Alan B. Menkes in the amount of $50,862.**
10.7    Placement Units Subscription Agreement between the Registrant and Empeiria Investors LLC.**
10.8    Promissory Note, dated March 3, 2011 issued to Alan B. Menkes in the amount of $50,000.**
10.9    Form of Letter Agreement between Empeiria Investors LLC and Registrant regarding administrative support.**
10.10   Form of Indemnity Agreement.**
10.11   Amendment No. 1 to Unit Subscription Agreement, dated June 2, 2011.*
14.1    Code of Business and Ethics.**
23.1    Consent of Rothstein Kass & Company P.C.**
23.2    Consent of Ellenoff Grossman & Schole LLP (included in Exhibit 5.1).**

* Filed herewith.
** Previously filed.

II-7