The bursting of the bubble in shares of stun-gun maker
has stilled some of the mania in homeland defense stocks.
But the 64% plunge in Taser this year hasn't deterred everyone looking for a way to pocket some of the money federal and state governments are lavishing on domestic protection. A case in point is
Fortress America Acquisition Corp.
, a Bethesda, Md., start-up whose only products are the resumes of its politically connected board and backers.
The six-month-old concern, which recently filed plans for an initial public offering, hopes to raise $42 million so it can purchase a company that "contracts directly with the government on homeland security projects."
The company is the brainchild of C. Thomas McMillen, a former Maryland congressman, NBA player and Rhodes Scholar who has morphed into a Wall Street entrepreneur during the past several years. Besides Fortress, McMillen is involved with a number of start-ups in the security sector and was once an officer with
, a New York- and London-based investment firm.
Fortress America plans to sell 7 million shares at $6 apiece.
McMillen, who will own 6.6% of Fortress America's stock after the offering, appears to be banking on the company's political connections to generate investor interest, a strategy he's employed before at other ventures with mixed success.
One of Fortress America's directors is former Sen. Don Nickles (R-Okla.), who was once chairman of the Senate Budget Committee. Asa Hutchinson, former undersecretary for the federal Department of Homeland Security, is a special adviser to the company. Hutchinson also is a former Republican congressman from Arkansas. Both Nickles and Hutchinson are stockholders in the fledgling company.
For McMillen, a Democrat, Fortress America's quest for IPO gold clearly is a bipartisan effort.
But that's not all the political muscle Fortress America is bringing to bear.
The main institutional investor in Fortress America is
Paladin Homeland Security Fund
, a $235 million investment fund established by Paladin Capital, a Washington-area private equity firm that's led by a number of executives with ties to the defense and intelligence communities. Two of Paladin's principals include former Central Intelligence Agency Director R. James Woolsey and former National Security Agency Director Lt. General Kenneth Minihan.
In March, the Paladin fund paid $7,000 to purchase 50,000 shares of the company in a pre-IPO financing deal that raised $25,000. In that same deal, Nickles and Hutchinson each acquired 200,000 shares at a bargain-basement price of 1.4 cents each. McMillen and Fortress America CEO Harvey Weiss each acquired 575,000 shares in the same private transaction.
It's not clear whether Fortress America has any specific security company in mind to acquire. The registration statement for the IPO offers a broad description of the type of business it will pursue, saying it will focus on a company with "solutions for the commercial private sector and government."
Weiss, Fortress America's CEO, declined to comment, citing the pending registration statement.
Securities and Exchange Commission
calls ventures such as Fortress America, which don't have any actual operations and exist solely to initiate a merger, "blank check" companies. Blank check companies aren't unusual, but the SEC's Web site warns investors that such companies "typically involve speculative investments" and should be treated with the same degree of risk as any other penny stock.
Indeed, Fortress America doesn't intend to list its shares on a major market such as the
New York Stock Exchange
Nasdaq Stock Market
. Rather, its shares will be bought and sold on the OTC Bulletin Board, one of the two main markets for trading penny stocks. The underwriter on the deal is Sunrise Securities, a small New York investment bank that specializes in providing financing for small-cap companies.
For McMillen, Fortress America will be the third security start-up with which he's been involved.
In 2003, McMillen co-founded
Global Secure Corp.
, a self-described "homeland security consolidator'' that has acquired three security-related companies. To date, Washington-based Global Secure claims to have raised about $30 million to finance its acquisition. One of the company's main financial backers is Sky Capital, the investment firm McMillen was affiliated with for several years.
McMillen helped attract an A-list of Washingtonian notables to Global Secure's side while serving as the firm's chief executive and then a consultant. Some of the members of Global Secure's advisory board include Mark Holman, a former deputy assistant on homeland security to President Bush; Richard Armey, a Texas Republican who served as House Majority Leader; and Howard Safir, the former New York City police commissioner.
McMillen severed all ties to Global Secure in February, two months after Fortress America was formed. A Global Secure official did not return a phone call seeking comment. An official with Sky Capital, which has a number of top executives on Global Secure's board, also did not return a phone call.
Since last October, McMillen also has served as chairman of
Global Defense Corp.
, another Washington-based, acquisition-minded start-up. It too claims to have some high-powered boosters, including Apollo 11 astronaut Buzz Aldrin and retired military officer Chuck Nash, both of whom sit on Global Defense's advisory board.
In its IPO filing, Fortress America says it intends to rent office space from Global Defense at a maximum price of $7,500 a month.
Global Defense, which the IPO filing describes as an "affiliate of Mr. McMillen," appears to be another company looking for a merger partner so it can go public.
In March, Global Defense announced that it would conduct a so-called reverse merge with
, a tiny Gig Harbor, Wash.-based surface cleaning company that is changing its business model. Global Defense said it had obtained a $10.6 million financing commitment from Cornell Capital, a New Jersey hedge fund, to finance the deal and permit the company to make further acquisitions. In the transaction, Global Defense essentially would acquire Nannaco, a move transforming the security company into a publicly traded entity.
But Paul Silverman, Global Defense's chief executive, said the deal with Nannaco has been called off and the company is looking for another merger partner. Silverman, however, said Global Defense has no interest in being acquired by Fortress America, even though McMillen has ties to both companies.
"We are really working at a different level,'' said Silverman.
He said Fortress America's objective is to buy a security business "that's throwing off lots of profits,'' not a relatively young concern like Global Defense.
Indeed, Global Defense's Web site shows that it's far from operating in the big leagues. The Arlington, Va., phone number listed on the company's Web site was out of service. There is no mention of McMillen being affiliated with Global Defense on the company's Web site.
That's something Silverman says he's got to fix.