SEC Comment Letter for CEL SCI CORP (CVM) (CIK 0000725363) (CVM) — Feb 27, 2013
CEL SCI CORP (CVM) (CIK 0000725363)
Date: Feb. 27, 2013 · CIK: 0000725363 · Accession: 0000000000-13-010936
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-11889
Letter
February 27 , 2013 Via E -mail Geert Kersten Chie f Executive Officer CEL -SCI Corporation 8229 Boone Blvd. #802 Vienna, Virginia 22182
Re: CEL -SCI Corporation Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A Filed February 26, 2013 File No. 001-11889
Dear Mr. Kersten :
We have reviewed Amendment N o. 2 to your preliminary proxy statement and have the following comment. Please respond to this letter by revising the proxy statement . Where you do not believe our comment applies to your facts and circumstances , please tell us why in your response.
After reviewing the information you provide in response to our comment , we may have additional comments.
1. We note your revis ed disclosure in response to our prior comment 1. The text of y our revised p roposal to approve adoption of the company ’s amended and rest ated articles of incorporation indicates that you are removing certain provisions that are unnecessary, outdated or in conflict with Colorado ’s Business Corporation Act. In particular, you state that you wish to delete the following provisions from your existing article s because the Business Corporation Act adequately covers the subject matter :
Article VII – Share Transfer Restrictions; Article X – Indemnification; Article XI – Transactions with Interested Directors ; and Article XII – Voting of Shareholders
Please revise your disclosure on pages 30 -31 to provide your shareholders with an explanation of what each of these provisions states in the existing article of incorporation and how that differs from what is contained in the relevant sections of the Business Corporation Act .
Geert Kersten CEL -SCI Corporation February 27 , 2013 Page 2
You may contac t Johnny Gharib at (202) 551 -3170 , Daniel Greenspan at (202) 551 -3623 or me at (202) 551 -3715 with any questions.
Sincerely,
/s/ Daniel Greenspan for
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February 27 , 2013 Via E -mail Geert Kersten Chie f Executive Officer CEL -SCI Corporation 8229 Boone Blvd. #802 Vienna, Virginia 22182 Re: CEL -SCI Corporation Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A Filed February 26, 2013 File No. 001-11889 Dear Mr. Kersten : We have reviewed Amendment N o. 2 to your preliminary proxy statement and have the following comment. Please respond to this letter by revising the proxy statement . Where you do not believe our comment applies to your facts and circumstances , please tell us why in your response. After reviewing the information you provide in response to our comment , we may have additional comments. 1. We note your revis ed disclosure in response to our prior comment 1. The text of y our revised p roposal to approve adoption of the company ’s amended and rest ated articles of incorporation indicates that you are removing certain provisions that are unnecessary, outdated or in conflict with Colorado ’s Business Corporation Act. In particular, you state that you wish to delete the following provisions from your existing article s because the Business Corporation Act adequately covers the subject matter : Article VII – Share Transfer Restrictions; Article X – Indemnification; Article XI – Transactions with Interested Directors ; and Article XII – Voting of Shareholders Please revise your disclosure on pages 30 -31 to provide your shareholders with an explanation of what each of these provisions states in the existing article of incorporation and how that differs from what is contained in the relevant sections of the Business Corporation Act . Geert Kersten CEL -SCI Corporation February 27 , 2013 Page 2 You may contac t Johnny Gharib at (202) 551 -3170 , Daniel Greenspan at (202) 551 -3623 or me at (202) 551 -3715 with any questions. Sincerely, /s/ Daniel Greenspan for Jeffrey P. Riedler Assistant Director cc: Via E -mail William T. Hart, Esq. Hart & Trinen 1624 Washington Street Denver, Colorado 80203