SEC Comment Letter for Forward Industries, Inc. (FORD) (CIK 0000038264) (FWDI) — Jul 29, 2010
Forward Industries, Inc. (FORD) (CIK 0000038264)
Date: July 29, 2010 · CIK: 0000038264 · Accession: 0000000000-10-042849
AI Filing Summary & Sentiment
Reasoning
Referenced dates: June 25, 2010
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-0303 DIVISION OF CORPORATION FINANCE July 28, 2010 By Facsimile and U.S. Mail Steve Wolosky, Esq. Olshan, Grundman, Frome, Rosenzweig & Wolosky LLP Park Avenue Tower 65 East 55 th Street New York, NY 10022 Re: Forward Industries, Inc. Amendment No. 1 to Schedule 14A Filed by LaGrange Capital Partners, L.P. et al. Filed July 26, 2010 File No. 1-34780
Dear Mr. Wolosky: We have reviewed your filing and have th e following comments. In some of our comments, we may ask you to prov ide us with information so we may better understand your disclosure. Please respond to this letter by amen ding your filing, by providing the requested information, or by advisi ng us when you will provid e the requested response. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your filing and the inform ation you provide in response to these comments, we may have additional comments.
Schedule 14A
Written Request Procedures, page 6
1. Please supplementally confirm that the solici tation statement delivered to shareholders will disclose the date that Capital Partners first delivers a signed written request to the issuer and the 60-day deadline for delivering the written requests.
2. We note that you state that a revocation “m ust clearly state that your earlier-dated, executed written request to call a special mee ting is no longer effective with respect to the number of shares set forth therein.” Please revise the solicitation statement and
Steve Wolosky, Esq. Olshan, Grundman, Frome, Rosenzweig & Wolosky LLP July 28, 2010 Page 2 request card to clarify the procedure for revoking a previously submitted written request card, since shareholders may not understand that they are required to include this express statement when they submit a later- dated written request card.
Solicitation of Requests, page 8
3. We note your response to comment six in our letter dated June 25, 2010; however, we reissue our comment. Please disclose the estimated costs of the solicitation in your next amendment.
Please direct any questions to me at ( 202) 551-3411. You may also contact me via facsimile at (202) 772-9203. Please send all correspondence to us at the following ZIP code: 20549-3628. Sincerely, Peggy Kim S p e c i a l C o u n s e l Office of Mergers & Acquisitions
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303
DIVISION OF
CORPORATION FINANCE
July 28, 2010
By Facsimile and U.S. Mail
Steve Wolosky, Esq. Olshan, Grundman, Frome, Rosenzweig & Wolosky LLP Park Avenue Tower 65 East 55
th Street
New York, NY 10022
Re: Forward Industries, Inc. Amendment No. 1 to Schedule 14A
Filed by LaGrange Capital Partners, L.P. et al. Filed July 26, 2010 File No. 1-34780
Dear Mr. Wolosky:
We have reviewed your filing and have th e following comments. In some of our
comments, we may ask you to prov ide us with information so we may better understand your
disclosure.
Please respond to this letter by amen ding your filing, by providing the requested
information, or by advisi ng us when you will provid e the requested response. If you do not believe
our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.
After reviewing any amendment to your filing and the inform ation you provide in response
to these comments, we may have additional comments.
Schedule 14A
Written Request Procedures, page 6
1. Please supplementally confirm that the solici tation statement delivered to shareholders
will disclose the date that Capital Partners first delivers a signed written request to the
issuer and the 60-day deadline for delivering the written requests.
2. We note that you state that a revocation “m ust clearly state that your earlier-dated,
executed written request to call a special mee ting is no longer effective with respect to
the number of shares set forth therein.” Please revise the solicitation statement and
Steve Wolosky, Esq.
Olshan, Grundman, Frome, Rosenzweig & Wolosky LLP July 28, 2010 Page 2
request card to clarify the procedure for revoking a previously submitted written request card, since shareholders may not understand that they are required to include this express
statement when they submit a later- dated written request card.
Solicitation of Requests, page 8
3. We note your response to comment six in our letter dated June 25, 2010; however, we
reissue our comment. Please disclose the estimated costs of the solicitation in your next amendment.
Please direct any questions to me at ( 202) 551-3411. You may also contact me via
facsimile at (202) 772-9203. Please send all correspondence to us at the following ZIP code: 20549-3628. Sincerely, Peggy Kim
S p e c i a l C o u n s e l
Office of Mergers & Acquisitions