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SEC Comment Letter for CIPRICO INC (CIK 0000720145) — Jun 8, 2005

CIPRICO INC (CIK 0000720145)
Date: June 8, 2005 · CIK: 0000720145 · Accession: 0000000000-05-028459

AI Filing Summary & Sentiment

File numbers found in text: 000-11336

Date
June 2, 2005
Author
Senior Assistant Chief Accountant
Form
UPLOAD
Company
CIPRICO INC (CIK 0000720145)

Letter

June 2, 2005 Fax (763) 551-4002 Mail Stop 0406 James W. Hansen Chief Executive Officer Ciprico Inc. 17400 Medina Road Plymouth, MN 55447

RE: Ciprico Inc. Form 10-K filed December 20, 2004 Form 10-Q filed February 14, 2005 Form 8-K/A filed March 30, 2005 Form 10-Q filed May 11, 2005 File No. 000-11336

Dear Mr. Hansen:

We have reviewed the above referenced filings and have the following comments. Please note that we have limited our review to your revenue recognition policy disclosures and your acquisition of Huge Systems. 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 supplemental information so we may better understand your disclosure. After reviewing this information, we may or may not 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.

Form 10-K for the Fiscal Year Ended September 30, 2004 Item 8. Financial Statements and Supplementary Data Consolidated Statements of Operations, page 25

1. We note that you disclose sales and cost of sales in the aggregate in your consolidated statements of operations. We further note from disclosure under Item 1. that you sell storage system products for which you provide technical support services. Explain your consideration of Rule 5-03(b) (1) and (2) of Regulation S-X with respect to separate disclosure of revenues and cost of revenues attributable to sales of products and services.

Notes to the Consolidated Financial Statements Note 1. Summary of Significant Accounting Policies Revenue Recognition, page 28

2. We note from disclosure under Item 1. that many of your products include embedded software, such as enterprise software systems, array software, network attached software and configuration and management software, and related maintenance. Help us understand why you do not apply SOP 97-2 to your arrangements. Explain your consideration of footnote 2 of SOP 97-2 with respect to your products that include software.

3. Your revenue recognition policy should clearly identify each deliverable included in your multi-element arrangements (products, technical services, spare parts programs, extended warranty services, etc.) and how the fees are allocated to each element. Explain in detail how you allocate fees to deliverables in multi-element arrangements. Refer to SOP 97-2 for sales involving software and EITF 00-21 for other types of arrangements with multiple deliverables.

4. Disclosure on page 8 indicates that you have various spare parts programs. Tell us your revenue recognition policy for these programs and revise as necessary.

Form 8-K/A filed March 30, 2005 Item 9.01 Financial Statements and Exhibits (a) Financial Statements of Businesses Acquired, page 2

5. Explain how you reached the conclusion that historical financial statements of Huge Systems, Inc. are not required to be filed under Rule 3-05 of Regulation S-X. Refer to Rule 3-05 (b) and 1-02(w) of Regulation S-X. Provide us your computations to support your conclusions. Please be advised that you should include contingent consideration in the test of your investment`s significance unless the likelihood of its payment is remote. Please advise.

* * * * *

As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provide us with a response. 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 supplemental 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 reviewed by the staff to be certain that they have provided all information investors require for an informed 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. You may contact David Edgar at (202)-551-3459 or Lisa Mitrovich at (202) 551-3453, or the undersigned at (202) 551-3730 if you have any questions regarding comments on the financial statements and related matters.

Very truly yours,
Craig D. Wilson
Senior Assistant Chief Accountant

Show Raw Text
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<TEXT>

									June 2, 2005

Fax (763) 551-4002
Mail Stop 0406

James W. Hansen
Chief Executive Officer
Ciprico Inc.
17400 Medina Road
Plymouth, MN 55447

      RE: 	Ciprico Inc.
 		Form 10-K filed December 20, 2004
		Form 10-Q filed February 14, 2005
      Form 8-K/A filed March 30, 2005
      Form 10-Q filed May 11, 2005
		File No. 000-11336

Dear Mr. Hansen:

      We have reviewed the above referenced filings and have the
following comments.  Please note that we have limited our review
to
your revenue recognition policy disclosures and your acquisition
of
Huge Systems.  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 supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
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.

Form 10-K for the Fiscal Year Ended September 30, 2004
Item 8. Financial Statements and Supplementary Data
Consolidated Statements of Operations, page 25

1. We note that you disclose sales and cost of sales in the
aggregate
in your consolidated statements of operations.  We further note
from
disclosure under Item 1. that you sell storage system products for
which you provide technical support services. Explain your
consideration of Rule 5-03(b) (1) and (2) of Regulation S-X with
respect to separate disclosure of revenues and cost of revenues
attributable to sales of products and services.

Notes to the Consolidated Financial Statements
Note 1. Summary of Significant Accounting Policies
Revenue Recognition, page 28

2. We note from disclosure under Item 1. that many of your
products
include embedded software, such as  enterprise software systems,
array software, network attached software and configuration and
management software, and related maintenance.  Help us understand
why
you do not apply SOP 97-2 to your arrangements.  Explain your
consideration of footnote 2 of SOP 97-2 with respect to your
products
that include software.

3. Your revenue recognition policy should clearly identify each
deliverable included in your multi-element arrangements (products,
technical services, spare parts programs, extended warranty
services,
etc.) and how the fees are allocated to each element.  Explain in
detail how you allocate fees to deliverables in multi-element
arrangements.  Refer to SOP 97-2 for sales involving software and
EITF 00-21 for other types of arrangements with multiple
deliverables.

4. Disclosure on page 8 indicates that you have various spare
parts
programs.  Tell us your revenue recognition policy for these
programs
and revise as necessary.

Form 8-K/A filed March 30, 2005
Item 9.01 Financial Statements and Exhibits
(a)  Financial Statements of Businesses Acquired, page 2

5. Explain how you reached the conclusion that historical
financial
statements of Huge Systems, Inc. are not required to be filed
under
Rule 3-05 of Regulation S-X.  Refer to Rule 3-05 (b) and 1-02(w)
of
Regulation S-X.  Provide us your computations to support your
conclusions.  Please be advised that you should include contingent
consideration in the test of your investment`s significance unless
the likelihood of its payment is remote. Please advise.

* * * * *

       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  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 supplemental 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 reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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.
	You may contact David Edgar at (202)-551-3459 or Lisa
Mitrovich
at (202) 551-3453, or the undersigned at (202) 551-3730 if you
have
any questions regarding comments on the financial statements and
related matters.

						Very truly yours,

						Craig D. Wilson
						Senior Assistant Chief Accountant

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Ciprico Inc.
June 2, 2005

</TEXT>
</DOCUMENT>