THE O’GARA GROUP, INC.
On
February 12, 2009, The O’Gara Group, Inc. filed Amendment No. 8 to its Registration Statement on
Form S-1 with the Securities and Exchange Commission, which includes the most recent preliminary
prospectus, dated
February 12, 2009 (the
“Preliminary Prospectus”). References below to
“we,”
“us,” “our,” the
“company” or
“The O’Gara Group” refer to The O’Gara Group, Inc. and its
consolidated subsidiaries.
This Free Writing Prospectus is being filed to update the Preliminary Prospectus to disclose
additional information regarding potential purchasers in the offering and that the company’s common
stock has been approved for listing on The NASDAQ Global Market under the symbol “OGAR.”
Participation in this Offering
Shareholders of Isoclima, TPS and OmniTech set forth below have
indicated an interest in purchasing, either directly or indirectly through their affiliates up to
approximately $12 million of shares offered by this prospectus at the public offering price.
Assuming an initial public offering price of $15.00 per share, such purchases would result in the
issuance of up to 800,000 shares of our common stock to these persons and their affiliates.
However, because indications of interest are not binding agreements or commitments to purchase,
these persons may not purchase any shares in this offering. Because
these persons have not been specially allocated any of the shares in
this public offering, they also may not succeed in acquiring all or
any portion of the shares described below. If purchased, all of these shares
would be subject to a 180-day lock up agreement. In addition, one or more of these persons may be
considered affiliates of ours and therefore would be subject to the
volume and other limitations of Rule 144 in selling their shares
of our common stock.
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Number of Shares of |
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Amount of |
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Common Stock to |
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Indication of |
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be Purchased in |
| Name |
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Interest |
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Offering |
Alberto Bertolini (1) |
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$ |
3,500,000 |
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233,333 |
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Augusto Gasparetto (1) |
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3,500,000 |
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233,333 |
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Enrique Homero Herrera-Martinez (2) |
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3,000,000 |
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200,000 |
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Paul F. Maxin (3) |
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1,000,000 |
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66,667 |
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Eugene J. Pochapsky (3) |
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1,000,000 |
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66,667 |
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Total |
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$ |
12,000,000 |
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800,000 |
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| (1) |
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Shareholders of Isoclima. If all of these shares were
purchased, Mr. Bertolini and Mr. Gasparetto would each own approximately
7.0% of our
outstanding shares after this offering, assuming no exercise of the
over-allotment option. |
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Shareholder of TPS. If all of these shares were purchased, Mr.
Herrera would own approximately 2.7% of our outstanding shares after
this offering, assuming no exercise of the over-allotment option. |
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| (3) |
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Shareholders of OmniTech. If all of these shares were purchased, each
of Mr. Maxin and Mr. Pochapsky would own approximately 1.6% of our
outstanding shares after this offering, assuming no exercise of the
over-allotment option. |
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To review a filed copy of our current registration statement, including the Preliminary Prospectus,
click on the following link:
Form S-1
THE ISSUER HAS FILED A REGISTRATION STATEMENT (INCLUDING A PROSPECTUS) WITH THE SEC FOR THE
OFFERING TO WHICH THIS COMMUNICATION RELATES. BEFORE YOU INVEST, YOU SHOULD READ THE PROSPECTUS IN
THAT REGISTRATION STATEMENT AND OTHER DOCUMENTS THE ISSUER HAS FILED WITH THE SEC FOR MORE COMPLETE
INFORMATION ABOUT THE ISSUER AND THIS OFFERING. YOU MAY GET THESE DOCUMENTS FOR FREE BY VISITING
EDGAR ON THE SEC WEB SITE AT
WWW.SEC.GOV. ALTERNATIVELY, THE ISSUER, ANY UNDERWRITER OR ANY DEALER
PARTICIPATING IN THE OFFERING WILL ARRANGE TO SEND YOU THE PROSPECTUS IF YOU REQUEST IT BY CALLING
TOLL-FREE 1-
800-366-7426 (x5357).
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW OR ELSEWHERE WITHIN THE EMAIL ARE NOT
APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE
AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL
SYSTEM.
