SEC Comment Letter for VIRAGEN INC (CIK 0000353482) — Oct 12, 2005
VIRAGEN INC (CIK 0000353482)
Date: Oct. 12, 2005 · CIK: 0000353482 · Accession: 0000000000-05-052127
AI Filing Summary & Sentiment
Letter
Mail Stop 6010 October 11, 2005 Dennis W. Healey Chief Financial Officer Viragen, Inc. 865 SW 78th Avenue, Suite 100 Plantation, Florida 33324
Re: Viragen, Inc. Proxy Statement on Schedule 14A Filed October 6, 2005 File No. 1-15823
Dear Mr. Healey:
We have limited our review of your filing to those issues we have addressed in our comments. Where indicated, we think you should revise your document 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 necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Proposal One
Terms of the Financing Transaction, page 5
1. Please identify the four institutional investors that purchased convertible debentures and common stock purchase warrants on September 15, 2005. Also, identify the eight holders of convertible promissory notes who agreed to extend the maturity date from March 31, 2006 to August 31, 2008. Finally, disclose the potential common stock holdings of each of these twelve investors.
Proposal Two
The Change in Authorized Shares, page 8
2. We note you have not identified any third parties or particular transactions for issuing the additional shares, nor do you have any commitments, understandings, or agreements requiring such issuance. Please state whether you have any plans to issue any of the shares for which you are seeking authorization.
* * *
As appropriate, please amend your registration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that 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 filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possession of all facts relating to a company`s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the disclosure in the filing;
* staff comments or changes to disclosure in response to staff comments do not foreclose the 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 federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement. Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date.
Please contact Greg Belliston at (202) 551-3861 or me at (202) 551-3715 with any questions.
Sincerely,
Jeffrey P. Riedler
Assistant Director
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<DOCUMENT> <TYPE>LETTER <SEQUENCE>1 <FILENAME>filename1.txt <TEXT> Mail Stop 6010 October 11, 2005 Dennis W. Healey Chief Financial Officer Viragen, Inc. 865 SW 78th Avenue, Suite 100 Plantation, Florida 33324 Re: Viragen, Inc. Proxy Statement on Schedule 14A Filed October 6, 2005 File No. 1-15823 Dear Mr. Healey: We have limited our review of your filing to those issues we have addressed in our comments. Where indicated, we think you should revise your document 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 necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments. Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. Proposal One Terms of the Financing Transaction, page 5 1. Please identify the four institutional investors that purchased convertible debentures and common stock purchase warrants on September 15, 2005. Also, identify the eight holders of convertible promissory notes who agreed to extend the maturity date from March 31, 2006 to August 31, 2008. Finally, disclose the potential common stock holdings of each of these twelve investors. Proposal Two The Change in Authorized Shares, page 8 2. We note you have not identified any third parties or particular transactions for issuing the additional shares, nor do you have any commitments, understandings, or agreements requiring such issuance. Please state whether you have any plans to issue any of the shares for which you are seeking authorization. * * * As appropriate, please amend your registration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that 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 filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possession of all facts relating to a company`s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: * the company is responsible for the adequacy and accuracy of the disclosure in the filing; * staff comments or changes to disclosure in response to staff comments do not foreclose the 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 federal securities laws of the United States. In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing. We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date. We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement. Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date. Please contact Greg Belliston at (202) 551-3861 or me at (202) 551-3715 with any questions. Sincerely, Jeffrey P. Riedler Assistant Director ?? ?? ?? ?? Dennis W. Healey Viragen, Inc. October 11, 2005 Page 1 </TEXT> </DOCUMENT>