SEC Comment Letter for TherapeuticsMD, Inc. (TXMD) (CIK 0000025743) (TXMD) — Jul 8, 2005
TherapeuticsMD, Inc. (TXMD) (CIK 0000025743)
Date: July 8, 2005 · CIK: 0000025743 · Accession: 0000000000-05-035046
AI Filing Summary & Sentiment
Letter
June 30, 2005 Via Facsimile and U.S. Mail Gerald L. Jensen Chief Executive Officer and President Croff Enterprises, Inc. 3773 Cherry Creek Drive North Suite 1025 Denver, Colorado 80209
RE: Croff Enterprises, Inc. SEC File No. 5-32384
Dear Mr. Jensen:
We note that you, Jensen Development Company and C.S. Finance LLC filed a Schedule TO with the Commission on June 16, 2005, in connection with the commencement of a tender offer to purchase all outstanding shares of Croff Enterprises` class B preferred stock.
We remind you that a company that is the target of a tender offer is required to disseminate to security holders a statement disclosing its position regarding the tender offer no later than business days from the date the offer is commenced. See Rule 14e- 2(a) of the Exchange Act. Furthermore, the target company is required to file the statement with the Commission on Schedule 14D-9 in response to a tender offer that is commenced under Rule 14d-2. See Rule 14d-9(b) of the Exchange Act. We understand there is some disclosure in the offer document regarding the position of certain members of the board of directors with respect to the offer; however, Croff has not filed a Schedule 14D-9 in response to the tender offer. Therefore, please file as soon as possible a Schedule 14D-9 disclosing the company`s position regarding the tender offer, or in the alternative provide us with your explanation why no such filing is required.
Also, we understand that the class B preferred shares are not registered under the Securities Act or the Exchange Act. Please advise us which exemptions and/or exceptions from registration the company has relied upon with respect to these shares.
Please direct any questions to me at (202) 551-3262. You may also contact me via facsimile at (202) 772-9203.
Sincerely,
Abby Adams
Special Counsel
Office of Mergers & Acquisitions
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<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
June 30, 2005
Via Facsimile and U.S. Mail
Gerald L. Jensen
Chief Executive Officer and President
Croff Enterprises, Inc.
3773 Cherry Creek Drive North
Suite 1025
Denver, Colorado 80209
RE: Croff Enterprises, Inc.
SEC File No. 5-32384
Dear Mr. Jensen:
We note that you, Jensen Development Company and C.S.
Finance
LLC filed a Schedule TO with the Commission on June 16, 2005, in
connection with the commencement of a tender offer to purchase all
outstanding shares of Croff Enterprises` class B preferred stock.
We remind you that a company that is the target of a tender
offer is required to disseminate to security holders a statement
disclosing its position regarding the tender offer no later than
10
business days from the date the offer is commenced. See Rule 14e-
2(a) of the Exchange Act. Furthermore, the target company is
required to file the statement with the Commission on Schedule
14D-9
in response to a tender offer that is commenced under Rule 14d-2.
See Rule 14d-9(b) of the Exchange Act. We understand there is
some
disclosure in the offer document regarding the position of certain
members of the board of directors with respect to the offer;
however,
Croff has not filed a Schedule 14D-9 in response to the tender
offer.
Therefore, please file as soon as possible a Schedule 14D-9
disclosing the company`s position regarding the tender offer, or
in
the alternative provide us with your explanation why no such
filing
is required.
Also, we understand that the class B preferred shares are
not
registered under the Securities Act or the Exchange Act. Please
advise us which exemptions and/or exceptions from registration the
company has relied upon with respect to these shares.
Please direct any questions to me at (202) 551-3262. You may also
contact me via facsimile at (202) 772-9203.
Sincerely,
Abby Adams
Special Counsel
Office of Mergers & Acquisitions
??
??
??
??
Gerald L. Jensen
June 30, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303
DIVISION OF
CORPORATION FINANCE
</TEXT>
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