SEC Company Response from NEUROLOGIX — Aug 25, 2005
NEUROLOGIX INC/DE (CIK 0000356591)
Date: Aug. 25, 2005 · CIK: 0000356591 · Accession: 0000950172-05-002839
AI Filing Summary & Sentiment
Letter
(212) 735-3000 Fax: (212) 735-2000 http://www.skadden.com August 25, 2005 By EDGAR and Federal Express ---------------------------- Jeffrey Reidler Assistant Director Securities and Exchange Commission Division of Corporation Finance Mail Stop 4-5 450 Fifth Street, N.W. Washington, D.C. 20549-0405
RE: Neurologix, Inc. Form 10-KSB for the year ended December 31, 2004 Proxy Statement on Schedule 14A filed March 30, 2005 File No. 0-13347
Dear Mr. Riedler:
This letter is submitted on behalf of our client, Neurologix, Inc. (the "Company"), in response to the letter, dated August 9, 2005 (the "Letter"), from the staff (the "Staff") of the Division of Corporation Finance of the Securities and Exchange Commission (the "Commission") with respect to the Company's Annual Report on Form 10-KSB for the year ended December 31, 2004 (the "Form 10-KSB") and the Proxy Statement on Schedule 14A filed with the Commission on March 30, 2005.
Attached hereto is a draft amendment to the Form 10-KSB (the "Amendment"), including certain exhibits requested by the staff in the Letter. The Company will file this amendment via EDGAR after discussion with the Staff.
For reference purposes, the text of the comments in the Letter has been reproduced in this letter in italics, with responses below each numbered comment.
General -------
1. The Company Overview section of your website seems to indicate you began doing clinical trials for Canavan in 1999 in addition to the trial for Parkinson's Disease. The Form 10-KSB does not appear to discuss this trial. Although your website is not incorporated by reference into the filing, it should be consistent with the filing. Is this trial material? If it is not, please consider deleting the information from your website. If it is material, please provide the information in the Form 10-KSB.
The clinical trial for Canavan was conducted by the Company's scientific advisors and not the Company. The Company therefore believes that the clinical trial is not material. In response to the Staff's comment, the Company has deleted the information from its website.
Business of the Company, page 2 -------------------------------
2. Please file as an exhibit your agreement with Universida Federal de Sao Paolo, as it appears to be material to your business. See Item 601(b)(10)(i)(B) of Regulation S-B. If you do not believe this agreement is material, please provide us with an analysis explaining why.
In response to the Staff's comment, the Company will amend the Form 10-KSB to include the Clinical Study Agreement, dated October 20, 2004, between the Company and Universidade Federal de Sao Paolo as Exhibit 10.18.
Item 2. Description of Property, page 14 ----------------------------------------
3. Please file as exhibits both of the lease agreements discussed in this section. See Item 601(b)(10)(i)(D) of Regulation S-B. If you do not believe these agreements are material, please provide us with an analysis explaining why
In response to the Staff's comment, the Company will amend the Form 10-KSB to include the Sub Lease, dated August 10, 2004, between the Company and Palisade Capital Securities L.L.C. and the License Agreement, dated as of August 1, 2004, between the Company and The Trustees of Columbia University in New York as Exhibits 10.19 and 10.20, respectively.
Signatures, page 43 -------------------
4. We note the filing does not include the signature of your controller or principal accounting officer. Please include this signature in your amended Form 10-KSB. If Mark S. Hoffman, the principal financial officer, also serves as the controller or principal accounting officer, his signature should be captioned as such in the amended filing. See General Instruction C.2 to Form 10-KSB. Please file the Form 10-KSB amendment in its entirety so it is clear that the principal accounting officer or controller is taking liability for the whole document.
The Form 10K-SB included the signature of Mark S. Hoffman as "Secretary, Treasurer and Director (Principal Accounting Officer)". In response to the Staff's comment, the signature page of the Amendment has been revised to add separate signatures for Mr. Hoffman as principal financial officer and director.
PROXY STATEMENT ---------------
Certain Relationships and Related Transactions, page 16 -------------------------------------------------------
5. In your amended Form 10-KSB, please file as exhibits the consulting agreement with Refac and the investment banking services contract with Palisade Capital Securities.
The Company will amend the Form 10-KSB to include its letter agreement, dated February 10, 2004, with Palisade Capital Securities, L.L.C. and its memorandum of agreement, dated April 21, 2004, with Refac as Exhibits 10.21 and 10.22, respectively.
* * *
The Company acknowledges that: (i) it is responsible for the adequacy and accuracy of the disclosure in its filings with the Commission; (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to such filings; and (iii) 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.
Please feel free to contact me at (212) 735-2723 should you require further information or have any questions.
Sincerely,
/s/ Rita Tendolkar
------------------
Rita Tendolkar
Show Raw Text
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SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR TIMES SQUARE
NEW YORK 10036-6522
________
(212) 735-3000
Fax: (212) 735-2000
http://www.skadden.com
August 25, 2005
By EDGAR and Federal Express
----------------------------
Jeffrey Reidler
Assistant Director
Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 4-5
450 Fifth Street, N.W.
Washington, D.C. 20549-0405
RE: Neurologix, Inc.
Form 10-KSB for the year ended December 31, 2004
Proxy Statement on Schedule 14A filed March 30, 2005
File No. 0-13347
Dear Mr. Riedler:
This letter is submitted on behalf of our client, Neurologix, Inc. (the
"Company"), in response to the letter, dated August 9, 2005 (the "Letter"),
from the staff (the "Staff") of the Division of Corporation Finance of the
Securities and Exchange Commission (the "Commission") with respect to the
Company's Annual Report on Form 10-KSB for the year ended December 31, 2004
(the "Form 10-KSB") and the Proxy Statement on Schedule 14A filed with the
Commission on March 30, 2005.
Attached hereto is a draft amendment to the Form 10-KSB (the
"Amendment"), including certain exhibits requested by the staff in the Letter.
The Company will file this amendment via EDGAR after discussion with the
Staff.
For reference purposes, the text of the comments in the Letter has been
reproduced in this letter in italics, with responses below each numbered
comment.
General
-------
1. The Company Overview section of your website seems to indicate you began
doing clinical trials for Canavan in 1999 in addition to the trial for
Parkinson's Disease. The Form 10-KSB does not appear to discuss this
trial. Although your website is not incorporated by reference into the
filing, it should be consistent with the filing. Is this trial material?
If it is not, please consider deleting the information from your website.
If it is material, please provide the information in the Form 10-KSB.
The clinical trial for Canavan was conducted by the Company's scientific
advisors and not the Company. The Company therefore believes that the clinical
trial is not material. In response to the Staff's comment, the Company has
deleted the information from its website.
Business of the Company, page 2
-------------------------------
2. Please file as an exhibit your agreement with Universida Federal de Sao
Paolo, as it appears to be material to your business. See Item
601(b)(10)(i)(B) of Regulation S-B. If you do not believe this agreement
is material, please provide us with an analysis explaining why.
In response to the Staff's comment, the Company will amend the Form
10-KSB to include the Clinical Study Agreement, dated October 20, 2004,
between the Company and Universidade Federal de Sao Paolo as Exhibit 10.18.
Item 2. Description of Property, page 14
----------------------------------------
3. Please file as exhibits both of the lease agreements discussed in this
section. See Item 601(b)(10)(i)(D) of Regulation S-B. If you do not
believe these agreements are material, please provide us with an analysis
explaining why
In response to the Staff's comment, the Company will amend the Form
10-KSB to include the Sub Lease, dated August 10, 2004, between the Company
and Palisade Capital Securities L.L.C. and the License Agreement, dated as of
August 1, 2004, between the Company and The Trustees of Columbia University in
New York as Exhibits 10.19 and 10.20, respectively.
Signatures, page 43
-------------------
4. We note the filing does not include the signature of your controller or
principal accounting officer. Please include this signature in your
amended Form 10-KSB. If Mark S. Hoffman, the principal financial officer,
also serves as the controller or principal accounting officer, his
signature should be captioned as such in the amended filing. See General
Instruction C.2 to Form 10-KSB. Please file the Form 10-KSB amendment in
its entirety so it is clear that the principal accounting officer or
controller is taking liability for the whole document.
The Form 10K-SB included the signature of Mark S. Hoffman as "Secretary,
Treasurer and Director (Principal Accounting Officer)". In response to the
Staff's comment, the signature page of the Amendment has been revised to add
separate signatures for Mr. Hoffman as principal financial officer and
director.
PROXY STATEMENT
---------------
Certain Relationships and Related Transactions, page 16
-------------------------------------------------------
5. In your amended Form 10-KSB, please file as exhibits the consulting
agreement with Refac and the investment banking services contract with
Palisade Capital Securities.
The Company will amend the Form 10-KSB to include its letter agreement,
dated February 10, 2004, with Palisade Capital Securities, L.L.C. and its
memorandum of agreement, dated April 21, 2004, with Refac as Exhibits 10.21
and 10.22, respectively.
* * *
The Company acknowledges that: (i) it is responsible for the adequacy and
accuracy of the disclosure in its filings with the Commission; (ii) Staff
comments or changes to disclosure in response to Staff comments do not
foreclose the Commission from taking any action with respect to such filings;
and (iii) 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.
Please feel free to contact me at (212) 735-2723 should you require
further information or have any questions.
Sincerely,
/s/ Rita Tendolkar
------------------
Rita Tendolkar
cc: Michael Sorell, M.D. (w/enclosures)
Steven Alexander, JH Cohn (w/enclosures)
<PAGE>
DRAFT
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
FORM 10-KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2004
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ____
Commission File Number 0-13347
NEUROLOGIX, INC.
----------------
DELAWARE 06-1582875
--------------------------------------------------------------------
(State or other jurisdiction of I.R.S. Employer
Incorporation or organization) Identification No.)
ONE BRIDGE PLAZA, FORT LEE, NEW JERSEY 07024
-------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(201) 592-6451
---------------------------------------------------------
(Issuer's telephone number, including area code)
N/A
----------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: None
----
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.001 per share
---------------------------------------
(Title of Class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes [X] No [
]
Check here if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of the Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this 10-KSB or
any amendment to this Form 10-KSB. [ ]
The Registrant had no revenues during the year ended December 31, 2004.
The aggregate market value of the Registrant's voting and non-voting
common equity held by non-affiliates as of August __, 2005 was approximately
$_______.
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:
As of August __, 2005, there were outstanding shares of the
Registrant's Common Stock, $.001 par value.
DOCUMENTS INCORPORATED BY REFERENCE
Certain information required in Part III of this Annual Report on Form
10-KSB is incorporated herein by reference to the registrant's Proxy Statement
for its 2005 Annual Meeting of Stockholders.
Transitional Small Business Disclosure Format: Yes [ ] No [X].
<PAGE>
This Amendment No. 1 to the Form 10-KSB (this "Amendment") amends and
restates Item 13 to the Annual Report on Form 10-KSB (the "Form 10-KSB") filed
by the registrant with the Securities and Exchange Commission on March 30, 2005
to add certain exhibits which were not included in the Form 10-KSB.
Item 13. Exhibits
------------------
See the Exhibit Index attached hereto for a list of the exhibits filed
or incorporated by reference as a part of this report.
<PAGE>
Signatures
----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Neurologix, Inc.
Dated: August __, 2005 By: ______________
Michael Sorell, President and CEO
Dated: August __, 2005 ______________
Mark S. Hoffman, Secretary and Treasurer
(Principal Financial Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Company and in the capacities and on the dates indicated.
Dated: August __, 2005 _________________
Michael Sorell, Director
Dated: August __, 2005 _________________
Mark S. Hoffman, Director
Dated: August __, 2005 _________________
Martin J. Kaplitt, Director
Dated: August __, 2005 _________________
Clark A. Johnson, Director
Dated: August __, 2005 __________________
Craig J. Nickels, Director
Dated: August __, 2005 __________________
Austin M. Long, III, Director
Dated: August __, 2005 _________________
Jeffrey B. Reich, Director
<PAGE>
EXHIBIT INDEX
-------------
Exhibit No. Exhibit
----------- -------
3.1 Certificate of Incorporation of Change Technology Partners, Inc. (filed
as an exhibit to the Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended September 30, 2000 and incorporated herein by
reference).
3.2 By-laws of the Registrant (filed as an exhibit to the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended September
30, 2000 and incorporated herein by reference).
3.3 Certificate of Amendment of the Certificate of Incorporation of
Neurologix, Inc. (formerly Change Technology Partners, Inc.), dated
February 10, 2004 (filed as an exhibit to the Registrant's Annual
Report on Form 10-K dated April 9, 2004 and incorporated herein by
reference).
3.4 Amended and Restated By-laws of Neurologix, Inc. (filed as an exhibit
to the Registrant's Annual Report on Form 10-K dated April 9, 2004 and
incorporated herein by reference).
3.5 Restated Certificate of Incorporation of Neurologix, Inc. (filed as an
exhibit to the Registrant's Report on Form 8-K, dated September 13,
2004 and incorporated herein by reference).
4.2 Registration Rights Agreement by and among Arinco Computer Systems
Inc., Pangea Internet Advisors LLC and the persons party to the
Securities Purchase Agreement, dated as of March 28, 2000 (filed as an
exhibit to the Registrant's Report on Form 8-K dated March 28, 2000 and
incorporated herein by reference).
10.1 Warrants for William Avery, Cary S. Fitchey, The Roberts Family
Revocable Trust U/D/T dated as of December 15, 1997, David M. Roberts
and Gail M. Simpson, Trustees, Roberts Children Irrevocable Trust U/D/T
dated October 21, 1996, Stephen H. Roberts, Trustee and Turtle Holdings
LLC (filed as an exhibit to the Registrant's Report on Form 8-K dated
March 28, 2000 and incorporated herein by reference).
10.2 Consulting Agreement as of October 1, 1999 by and between Dr. Matthew
During and Neurologix Research, Inc. (filed as an exhibit to the
Registrant's Report on Form 10-K, dated April 9, 2004 and incorporated
herein by reference).
10.3 Consulting Agreement as of October 1, 1999 by and between Dr. Michael
Kaplitt and Neurologix Research, Inc. (filed as an exhibit to the
Registrant's Report on Form 10-K, dated April 9, 2004 and incorporated
herein by reference).
10.4 Exclusive License Agreement between Thomas Jefferson University and
Neurologix, Research Inc., effective as of June 1, 2002. (filed as an
exhibit to the Registrant's Report on Form 10-K, dated April 9, 2004
and incorporated herein by reference).
10.5 Exclusive License Agreement between Thomas Jefferson University and
Neurologix Research, Inc., effective as of August 1, 2002. (filed as an
exhibit to the Registrant's Report on Form 10-K, dated April 9, 2004
and incorporated herein by reference).
10.6 Non-Exclusive License Agreement by and between Yale University, The
Rockefeller University and Neurologix Research, Inc., dated as of
August 28, 2002. (filed as an exhibit to the Registrant's Report on
Form 10-K, dated April 9, 2004 and incorporated herein by reference).
10.7 License Agreement made as of November 1, 2002 by and b