SEC Company Response from INTRAC INC (CIK 0000050710) — Jan 10, 2005
INTRAC INC (CIK 0000050710)
Date: Jan. 10, 2005 · CIK: 0000050710 · Accession: 0000950120-05-000014
AI Filing Summary & Sentiment
Letter
January 6, 2005 BY FACSIMILE (202) 942-9638 Michael Pressman, Esq. Office of Mergers and Acquisitions Division of Corporation Finance Securities and Exchange Commission 450 Fifth Avenue, N.W. Washington, D.C. 20549 Re: INTRAC, INC. SCHEDULE 14F-1, FILED ON DECEMBER 20, 2004 FILE NO. 5-80010
Dear Mr. Pressman:
As counsel to Intrac, Inc., we are responding to your comment letter, dated December 29, 2004, to the above-captioned filing. We have attached an amended Schedule 14F-1, marked to show the changes from the initial filing. The responses in this letter are keyed to the items in your comment letter. We are separately filing the amended Schedule by EDGAR.
1. Prior to entry into the December 2004 merger agreement, there had been no relationship between Intrac and its officers, directors and principal stockholders, on one hand, and IDDS and its officers, directors and principal stockholders, on the other hand.
2. The biographical information for Dr. Carr has been modified to clarify his association with the Tufts-New England Medical Center. We added specific dates to bios of Dr. Mermelstein and Mr. Kash to avoid the impression of any gaps in their five-year business experience.
3. Item 7(d)(2)(i) - the section "Executive Officers and Directors- Board Committees" was amended to state why Intrac had no Board Committees, and the intention of the new Board to establish an Audit and Compensation Committee and perhaps also a Nominating Committee and Corporate Governance Committee at its first full meeting. That meeting is scheduled for later this month.
<PAGE>
THELEN REID & PRIEST LLP
Michael Pressman, Esq. Securities and Exchange Commission January 6, 2005 Page 2
Item 7(f) - the section "Executive Officers and Directors - Board of Directors Meetings" was expanded to make clear that the prior Board held no physical meetings, taking all actions by unanimous written consent as permitted by Nevada law.
Item 7(h) - in the sub-sections "Board of Directors Meetings" and "Board Committees," we added information as to the policy for directors' attendance at stockholder meetings and communications between stockholders and directors.
This letter also confirms that during our telephonic discussion on January 4, you stated that the SEC staff was not asking Intrac to mail an amended 14F-1 Statement, subject to your review of these responses to the comment letter.
Should you have any questions regarding the responses or the amended 14F-1, please contact the undersigned.
Very truly yours,
/s/ Bruce A. Rich
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THELEN REID & PRIEST LLP
Attorneys at Law
------------------------
875 Third Avenue
New York, NY 10022-6225
Tel. 212.603.2000
Fax 212.603.2001
www.thelenreid.com
Bruce A. Rich
212.603.6780 Direct Dial
212.829.2045 Direct Fax
brich@thelenreid.com
January 6, 2005
BY FACSIMILE (202) 942-9638
Michael Pressman, Esq.
Office of Mergers and Acquisitions
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Avenue, N.W.
Washington, D.C. 20549
Re: INTRAC, INC.
SCHEDULE 14F-1, FILED ON DECEMBER 20, 2004
FILE NO. 5-80010
Dear Mr. Pressman:
As counsel to Intrac, Inc., we are responding to your comment letter, dated
December 29, 2004, to the above-captioned filing. We have attached an amended
Schedule 14F-1, marked to show the changes from the initial filing. The
responses in this letter are keyed to the items in your comment letter. We are
separately filing the amended Schedule by EDGAR.
1. Prior to entry into the December 2004 merger agreement, there had been
no relationship between Intrac and its officers, directors and principal
stockholders, on one hand, and IDDS and its officers, directors and principal
stockholders, on the other hand.
2. The biographical information for Dr. Carr has been modified to clarify
his association with the Tufts-New England Medical Center. We added specific
dates to bios of Dr. Mermelstein and Mr. Kash to avoid the impression of any
gaps in their five-year business experience.
3. Item 7(d)(2)(i) - the section "Executive Officers and Directors- Board
Committees" was amended to state why Intrac had no Board Committees, and the
intention of the new Board to establish an Audit and Compensation Committee and
perhaps also a Nominating Committee and Corporate Governance Committee at its
first full meeting. That meeting is scheduled for later this month.
<PAGE>
THELEN REID & PRIEST LLP
Michael Pressman, Esq.
Securities and Exchange Commission
January 6, 2005
Page 2
Item 7(f) - the section "Executive Officers and Directors - Board of
Directors Meetings" was expanded to make clear that the prior Board held no
physical meetings, taking all actions by unanimous written consent as permitted
by Nevada law.
Item 7(h) - in the sub-sections "Board of Directors Meetings" and
"Board Committees," we added information as to the policy for directors'
attendance at stockholder meetings and communications between stockholders and
directors.
This letter also confirms that during our telephonic discussion on January
4, you stated that the SEC staff was not asking Intrac to mail an amended 14F-1
Statement, subject to your review of these responses to the comment letter.
Should you have any questions regarding the responses or the amended 14F-1,
please contact the undersigned.
Very truly yours,
/s/ Bruce A. Rich
Bruce A. Rich
BAR/dw
cc: Fred Mermelstein
Douglas Hamilton
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