SEC Comment Letter for Vaxart, Inc. (VXRT) (CIK 0000072444) (VXRT) — Dec 16, 2009
Vaxart, Inc. (VXRT) (CIK 0000072444)
Date: Dec. 16, 2009 · CIK: 0000072444 · Accession: 0000000000-09-071010
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-04829
Letter
Mail Stop 4720 December 16, 2009 Constantine Alexander, Secretary Nabi Biopharmaceuticals 12276 Wilkins Avenue Rockville, MD 20852 Re: Nabi Biopharmaceuticals Preliminary Proxy Statement on Schedule 14A Filed December 7, 2009 File No. 000-04829 Dear Mr. Alexander:
This is to advise you that we have limited our review of th e above proxy statement to the issues identified below. Where indicated, we think you should revise your documents in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necess ary in your explanation. In some of our comments, we may ask you to pr ovide us with supplemental information so we may better understand your disclosure. After re viewing this information, we may or may not raise additional comments. Pending Confidential Tr eatment Application
1. It appears that the Company has a pendi ng request for confidential treatment in connection with the NicVAX Agreement. We are currently processing this request and will issue comments, if any, to you in a separate letter that will be forthcoming. Please be advised that we will not be in a position to clear your preliminary proxy filing until we resolve all issues concerning the confidential treatment request.
Constantine Alexander Nabi Biopharmaceuticals December 16, 2009 Page 2 Proposal One – The NicVAX Agreement and th e Transactions Contemplated Thereby
2. We note that your proxy statement does not incl ude financial statements. As the option that GlaxoSmithKline Biologi cals S.A. may exercise pursu ant to the NicVAX agreement for which you are seeking shareholder appr oval may constitute the sale, lease or exchange of substantially all of Nabi’s a ssets, your proposal appears to be covered by Item 14(a)(4) of Schedule 14A. Accordingly, please revise your proxy statement to include the financial and pro forma financial information required by Items 14(b)(8) through 14(b)(10). As appropriate, please revise your proxy statement in respon se to these comments. You may wish to provide us with marked copies of the revised document to expedite our review. Please furnish a response letter th at keys your responses to our co mments. Detailed cover letters greatly facilitate our review. Please file your cover letter on EDGAR under the form type label CORRESP. Please understand th at we may have additional comments after reviewing your amendment and responses to our comments. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require. Since the compa ny and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of the disclosures they have made. In connection with responding to our comme nts, please provide, in writing, a statement from the company acknowledging that • the company is responsible for the adequacy and accuracy of the disclo sure in the filings;
• staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose th e Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of the United States.
In addition, please be advi sed that the Division of En forcement has access to all information you provide to the sta ff of the Division of Corporati on Finance in our review of your filing or in response to our comments on your filing. Please contact Nandini Achary a at (202) 551-3495, Daniel Greenspan at (202) 551-3623 or myself at (202) 551-3715 with any questions.
Constantine Alexander Nabi Biopharmaceuticals December 16, 2009 Page 3 Sincerely, J e f f r e y R i e d l e r A s s i s t a n t D i r e c t o r cc: Michael C. Williams, Esq. Hogan & Hartson LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004
Show Raw Text
Mail Stop 4720 December 16, 2009 Constantine Alexander, Secretary Nabi Biopharmaceuticals 12276 Wilkins Avenue Rockville, MD 20852
Re: Nabi Biopharmaceuticals
Preliminary Proxy Statement on Schedule 14A
Filed December 7, 2009
File No. 000-04829
Dear Mr. Alexander:
This is to advise you that we have limited our review of th e above proxy statement to the
issues identified below.
Where indicated, we think you should revise your documents in response to these
comments. If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Please be as detailed as necess ary in your explanation.
In some of our comments, we may ask you to pr ovide us with supplemental information so we
may better understand your disclosure. After re viewing this information, we may or may not
raise additional comments. Pending Confidential Tr eatment Application
1. It appears that the Company has a pendi ng request for confidential treatment in
connection with the NicVAX Agreement. We are currently processing this request and
will issue comments, if any, to you in a separate letter that will be forthcoming. Please be
advised that we will not be in a position to clear your preliminary proxy filing until we
resolve all issues concerning the confidential treatment request.
Constantine Alexander
Nabi Biopharmaceuticals December 16, 2009
Page 2 Proposal One – The NicVAX Agreement and th e Transactions Contemplated Thereby
2. We note that your proxy statement does not incl ude financial statements. As the option
that GlaxoSmithKline Biologi cals S.A. may exercise pursu ant to the NicVAX agreement
for which you are seeking shareholder appr oval may constitute the sale, lease or
exchange of substantially all of Nabi’s a ssets, your proposal appears to be covered by
Item 14(a)(4) of Schedule 14A. Accordingly, please revise your proxy statement to include the financial and pro forma financial information required by Items 14(b)(8) through 14(b)(10).
As appropriate, please revise your proxy statement in respon se to these comments. You
may wish to provide us with marked copies of the revised document to expedite our review.
Please furnish a response letter th at keys your responses to our co mments. Detailed cover letters
greatly facilitate our review. Please file your cover letter on EDGAR under the form type label
CORRESP. Please understand th at we may have additional comments after reviewing your
amendment and responses to our comments. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require. Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made. In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that
• the company is responsible for the adequacy and accuracy of the disclo sure in the filings;
• staff comments or changes to disclosure in response to staff comments in the filings
reviewed by the staff do not foreclose th e Commission from taking any action with
respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of the United States.
In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.
Please contact Nandini Achary a at (202) 551-3495, Daniel Greenspan at (202) 551-3623
or myself at (202) 551-3715 with any questions.
Constantine Alexander
Nabi Biopharmaceuticals December 16, 2009 Page 3
Sincerely,
J e f f r e y R i e d l e r A s s i s t a n t D i r e c t o r cc: Michael C. Williams, Esq. Hogan & Hartson LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004