SEC Comment Letter for TaoWeave, Inc. (TWAV) (CIK 0000746210) (TWAV) — Jan 4, 2008
TaoWeave, Inc. (TWAV) (CIK 0000746210)
Date: Jan. 4, 2008 · CIK: 0000746210 · Accession: 0000000000-08-000801
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-146838
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 3720 January 4, 2008 David W. Robinson, Esq. General Counsel and Corporate Secretary Glowpoint, Inc. 225 Long Avenue Hillside, NJ 07205 Re: Glowpoint, Inc. Amendment No. 1 to Registrati on Statement on Form S-1 Filed December 18, 2007 File No. 333-146838
Dear Mr. Robinson:
We have limited our review of the above filing to the matters set forth in the comments below. Where indicated, we th ink 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 revisi on 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. Af ter reviewing this information, we may or may not raise additional comments. Please understand that the purpose of our re view 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.
Prospectus Summary, page 1
The Offering, page 2
1. In your description of the registration rights agreement on page two, describe how the fact that the regist ration statement does not include shares underlying the convertible notes affects your oblig ation to pay liquidated damages.
David W. Robinson, Esq. Glowpoint, Inc. January 4, 2008 Page 2 2. We note your revised disclosure on page three in response to our prior comment two. Please further revise to specifica lly state the shares being registered represent __% of your shares currently held by persons other than the selling shareholders, affiliates of the company or affiliates of the selling shareholders. Compensation Discussion and Analysis, page 52
Executive Compensation, page 55 3. Please revise to provide updated Item 402 disclosure covering the fiscal year ended December 31, 2007. Security Ownership of Certain Beneficial Owners and Management, page 59
4. With respect to the beneficial owners subject to ownership limitations, please revise the footnotes to clearly state: (a) the number of shares currently beneficially owned; (b) the number of shares that such sharehol der has the right to acquire within 60 days, taking into acc ount the ownership limitations; and (c) the total number of shares that such share holder would have the right to acquire within 60 days, but for the ownership limitations.
Shares Eligible for Future Sale, page 66
5. Please include in this section quantitativ e disclosure of the amount of shares underlying the convertible notes and any other outstanding secu rities that may be sold in the future pursuant to Rule 144 or registration rights that will continue to be effective following this offering. Selling Stockholders, page 67
Potential Profits from Conversion/Exercise of the September Notes and Warrants, page
6. Please revise to also reflect, either in the table or in appropriate accompanying footnote or narrative disclosure, the issuance of an additional 4,722,822 warrants in the September 2007 financing as consid eration for amending the terms of the 2006 financing.
Company’s Intention to Satisfy its Repayment Obligations, page 77
7. We note your revised disclosure regardi ng your intention to make the required payments on the Senior Secured Notes. In clude a statement that you have paid all interest to date on these notes by issui ng additional notes, as you state on page 35.
* * * *
David W. Robinson, Esq. Glowpoint, Inc. January 4, 2008 Page 3
As appropriate, please amend your regist ration 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 cove r 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 understa nd that we may have additional comments after reviewing your amendment and responses to our comments. You may contact John Harrington, Attorney-Adviser, at 202-551-3576, or me, at 202-551-3810, with any questions. S i n c e r e l y , /s/ Michele Anderson L e g a l B r a n c h C h i e f cc: Cheryl A. Gorman, Esq. Gibbons P.C. Via facsimile: (973) 639-8305
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 3720
January 4, 2008
David W. Robinson, Esq. General Counsel and Corporate Secretary Glowpoint, Inc. 225 Long Avenue Hillside, NJ 07205
Re: Glowpoint, Inc.
Amendment No. 1 to Registrati on Statement on Form S-1
Filed December 18, 2007
File No. 333-146838
Dear Mr. Robinson:
We have limited our review of the above filing to the matters set forth in the
comments below. Where indicated, we th ink 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 revisi on 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. Af ter reviewing this
information, we may or may not raise additional comments.
Please understand that the purpose of our re view 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.
Prospectus Summary, page 1
The Offering, page 2
1. In your description of the registration rights agreement on page two, describe how
the fact that the regist ration statement does not include shares underlying the
convertible notes affects your oblig ation to pay liquidated damages.
David W. Robinson, Esq.
Glowpoint, Inc.
January 4, 2008 Page 2
2. We note your revised disclosure on page three in response to our prior comment
two. Please further revise to specifica lly state the shares being registered
represent __% of your shares currently held by persons other than the selling
shareholders, affiliates of the company or affiliates of the selling shareholders.
Compensation Discussion and Analysis, page 52
Executive Compensation, page 55
3. Please revise to provide updated Item 402 disclosure covering the fiscal year
ended December 31, 2007.
Security Ownership of Certain Beneficial Owners and Management, page 59
4. With respect to the beneficial owners subject to ownership limitations, please
revise the footnotes to clearly state: (a) the number of shares currently
beneficially owned; (b) the number of shares that such sharehol der has the right to
acquire within 60 days, taking into acc ount the ownership limitations; and (c) the
total number of shares that such share holder would have the right to acquire
within 60 days, but for the ownership limitations.
Shares Eligible for Future Sale, page 66
5. Please include in this section quantitativ e disclosure of the amount of shares
underlying the convertible notes and any other outstanding secu rities that may be
sold in the future pursuant to Rule 144 or registration rights that will continue to
be effective following this offering.
Selling Stockholders, page 67
Potential Profits from Conversion/Exercise of the September Notes and Warrants, page
71
6. Please revise to also reflect, either in the table or in appropriate accompanying
footnote or narrative disclosure, the issuance of an additional 4,722,822 warrants
in the September 2007 financing as consid eration for amending the terms of the
2006 financing.
Company’s Intention to Satisfy its Repayment Obligations, page 77
7. We note your revised disclosure regardi ng your intention to make the required
payments on the Senior Secured Notes. In clude a statement that you have paid all
interest to date on these notes by issui ng additional notes, as you state on page 35.
* * * *
David W. Robinson, Esq.
Glowpoint, Inc.
January 4, 2008
Page 3
As appropriate, please amend your regist ration 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 cove r 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 understa nd that we may have
additional comments after reviewing your amendment and responses to our comments.
You may contact John Harrington, Attorney-Adviser, at 202-551-3576, or me, at
202-551-3810, with any questions.
S i n c e r e l y , /s/ Michele Anderson L e g a l B r a n c h C h i e f
cc: Cheryl A. Gorman, Esq. Gibbons P.C. Via facsimile: (973) 639-8305