SecProbe.io

CORRESP
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filename1.htm

              CHERYL
                A. GORMAN

              Director

              Gibbons
                P.C.

              One
                Gateway Center

              Newark,
                New Jersey 07102-5310

              Direct:
                (973) 596-4865 Fax: (973)
                639-8305

              cgorman@gibbonslaw.com

    December
      17, 2007

              Michele
                Anderson, Esq., Legal Branch Chief

              John
                Harrington, Esq., Attorney-Adviser

              Securities
                and Exchange Commission

              Division
                of Corporation Finance

              Mail
                Stop 3720

              Washington,
                D.C. 20549

              Re:

                Glowpoint,
                  Inc.

                  Registration
                    Statement on Form S-1

                  Filed
                    October 22, 2007

                  File
                    No. 333-146838

                  Annual
                    Report on Form 10-K for the year ended December 31,
                    2006

                  Filed
                    June 6, 2007

                  File
                    No. 000-25940 Form 10-Q for Period ended September 30,
                    2007

                  Filed
                    November 14, 2007

                  File
                    No. 000-25940

      Dear
        Ms.
        Anderson and Mr. Harrington:

    Glowpoint,
      Inc., a Delaware corporation (the “Company”), will file electronically a
      pre-effective Amendment No. 1 (“Amendment 1”) to the above-referenced
      registration statement (the “Registration Statement”). We have provided you a
      copy of Amendment 1 with this letter in advance of such filing, including a
      copy
      marked to show changes from the original Registration Statement. This letter
      sets forth the Company’s responses to the comments of the staff (the “Staff”) of
      the Securities and Exchange Commission (the “Commission”) set forth in its
      comment letter dated November 21, 2007 (the “Comment Letter”) with respect to,
      among other things, the Registration Statement.

    We
      have
      reproduced below in bold font each of the Staff’s comments set forth in the
      Comment Letter. Immediately following each such comment is the Company’s
      response in regular font. The Company’s responses in this letter correspond to
      the numbers placed adjacent to the Staff’s comments in the Comment Letter. Page
      numbers set forth in the Company’s responses refer to page numbers of Amendment
      1.

    Registration
      Statement on Form S-l

    General

              1.

              We
                note that you are registering the sale of 42,111,582 shares. Given
                the
                size relative to the number of shares outstanding held by non affiliates,
                the nature of the offering and the selling security holders, the
                transaction appears to be a primary offering. Because you are not
                eligible
                to conduct a primary offering on Form S-3 you are not eligible to
                conduct
                a primary at-the-market offering under Rule 415(a)(4). Therefore,
                the
                offering price of the common stock must be fixed for the duration
                of the
                offering and the selling shareholders must be identified as underwriters
                in the filing.

      Michele
        Anderson, Esq., Legal Branch Chief

      John
        Harrington, Esq., Attorney-Adviser

          December
            17, 2007

        Page
          2

    If
      you disagree with our analysis, please advise the staff of the company’s basis
      for determining that the transaction is appropriately characterized as a
      transaction that is eligible to be made under Rule 415(a)(1)(i). In your
      analysis, please address the following among any other relevant
      factors:

              ·

              The
                number of selling shareholders and the percentage of the overall
                offering
                made by each shareholder;

              ·

              The
                date on which and the manner in which each selling shareholder received
                the shares and/or the overlying
                Securities;

              ·

              The
                relationship of each selling shareholder with the company, including
                an
                analysis of whether the selling shareholder is an affiliate of the
                company;

              ·

              Any
                relationships among the selling
                shareholders;

              ·

              The
                dollar value of the shares registered in relation to the proceeds
                that the
                company received from the selling shareholders for the securities,
                excluding amounts of proceeds that were returned (or will be returned)
                to
                the selling shareholders and/or their affiliates in fees or other
                payments;

              ·

              The
                discount at which the shareholders will purchase the common stock
                underlying the convertible notes (or any related security, such as
                a
                warrant or option) upon conversion or exercise;
                and

              ·

              Whether
                or not any of the selling shareholders is in the business of buying
                and
                selling securities.

    RESPONSE

    On
      behalf
      of the Company, we respectfully submit that, for the reasons set forth below,
      the resale of shares of the Company’s common stock by the selling stockholders
      identified in the Registration Statement is an offering being made “by or on
      behalf of a person or persons other than the registrant” and that therefore the
      offering is eligible to be made as a secondary offering under Rule 415(a)(1)(i)
      of the Securities Act of 1933, as amended (the “Securities Act”).

    Michele
      Anderson, Esq., Legal Branch Chief

    John
      Harrington, Esq., Attorney-Adviser

    December
      17, 2007

    Page
      3

    The
      Company filed the Registration Statement solely on behalf of selling
      stockholders. None of the selling stockholders is acting on behalf of the
      Company, nor are they acting as a conduit for the Company. As explained in
      more
      detail below, we ask the Staff to consider the following:

              ·

              the
                Registration Statement relates to securities issued in two distinct
                private placements, which were negotiated on an arm’s-length basis with
                non−affiliated investors;

              ·

              the
                proportion of shares of common stock being registered as compared
                to the
                Company’s outstanding common stock does not evidence a primary offering
                and the selling stockholders should not be viewed as or deemed to
                be a
                group or acting as a unified block;

              ·

              no
                selling stockholder is in the business of underwriting securities;
                and

              ·

              absent
                an effective registration statement, the selling stockholders have
                to bear
                the risk of owning the securities for an indefinite period of
                time.

    As
      set
      out in detail below, the Company believes it would be difficult to conclude
      that
      the selling shareholders are acting as a conduit for the Company or that this
      is
      a primary offering styled as a secondary. Nonetheless, in light of the recent
      amendments to Rule 144 of the Securities Act permitting non-affiliates of an
      issuer to resell an unlimited number of restricted securities after a six month
      holding period if current information is available, the Company has adjusted
      the
      number of shares it is seeking to register to 15,924,902 shares. This number
      represents an aggregate of

              ·

              14,740,822
                issuable upon exercise of the Series A Warrants, the Series A-2 Warrants
                and the Advisory Warrants.

              ·

              1,184,080
                shares issuable upon exercise of the Placement Agent
                Warrants.

    The
      Registration Statement, as amended, Relates to Securities Issued in Two Distinct
      Private Placements Principally With Non−Affiliated
      Investors

    On
      October 22, 2007, the Company filed the Registration Statement to register
      for
      resale 42,111,582 shares of its common stock. These shares are issuable upon
      conversion or exercise of senior secured notes and warrants issued by the
      Company in or related to two distinct private placements with a total of 21
      accredited investors: one completed in two tranches on March 31, 2006 and April
      12, 2006 (the “2006 Private Placement”), and the other completed on September
      21, 2007 (the “2007 Private Placement”). Under Amendment 1, the Company seeks to
      register for resale 15,924,902 shares of its common stock. These shares are
      issuable upon conversion or exercise of warrants issued by the Company to
      accredited investors in connection with: (i) the 2006 Private Placement, (ii)
      amending the terms of the 2006 Private Placement, and (iii) the 2007 Private
      Placement.

    Michele
      Anderson, Esq., Legal Branch Chief

    John
      Harrington, Esq., Attorney-Adviser

    December
      17, 2007

    Page
      4

    2006
      Private Placement

    In
      the
      2006 Private Placement, the Company sold $6,180,000 of senior secured notes,
      convertible into common stock at a conversion price of $0.50 per share, and
      issued warrants to purchase, in the aggregate 6,180,000 shares of common stock
      at an exercise price of $.65 per share to the following 10 purchasers: CCM
      Master Qualified Fund Ltd. (“CCM”), North Sound Legacy Institutional Fund LLC
      (“North Sound Institutional”), North Sound Legacy International Ltd (“North
      Sound Legacy”, and together with North Sound Institutional, “North Sound”),
      Vicis Capital Master Fund (“Vicis”), Smithfield Fiduciary LLC (“Smithfield”),
      Michael Abrams, Jason Adelman, Hilary Bergman, Michael Liss, and Brad Reifler.
      Only the shares issuable upon exercise of the warrants are included in the
      registration statement.

    In
      connection with the 2006 Private Placement, the placement agent, Burnham Hill
      Partners (“Burnham Hill”) and certain of its employees and affiliates, including
      Matthew Balk, Dan Schneiderman and Eric Singer (collectively with Messrs.
      Abrams, Adelman, Bergman, Liss and Reifler, the “Advisors”), received warrants
      to purchase, in the aggregate approximately 600,000 shares of common stock
      at an
      exercise price of $.55 per share. The shares issuable upon exercise of these
      warrants are included in the registration statement.

    North
      Sound Institutional and North Sound International are affiliates of each other.
      The Advisors are affiliated with Burnham Hill,
      a
      division of Pali Capital, a broker-dealer,
      and
      accordingly, each other. None of the other 2006 Private Placement purchasers
      are
      affiliates of any of the other purchasers.

    In
      connection with amending the 2006 Private Placement in September 2007 to, among
      other things, extend the maturity date from September 30, 2007 to March 31,
      2009, the investors in the 2006 Private Placement were issued warrants to
      acquire a total of 4,772,822 shares of common stock (which represents 33% of
      the
      shares of common stock issuable upon conversion of the then outstanding senior
      secured notes) at an exercise price of $.65 per share. The shares issuable
      upon
      exercise of these warrants are included in the registration statement.

    2007
      Private Placement

    In
      the
      2007 Private Placement, the Company sold $3,538,000 of senior secured notes,
      convertible into common stock at a conversion price of $0.50 per share, and
      issued warrants to purchase, in the aggregate, 3,538,000 shares of common stock
      at an exercise price of $.65 per share to 11 separate purchasers, including:
      Vicis, CCM, DERS Associates L.P. (“Ders”), Jack Gilbert (“Gilbert”), David
      Wilstein and Susan Wilstein as Trustees of the Century Trust (“Wilstein”), and
      Michael Brandofino, David W. Robinson, Edwin F. Heinen, Bamdad Bastani, Aziz
      Ahmad and Joseph Laezza (collectively, the “Directors and Officers”). Only the
      shares issuable upon exercise of these warrants are included in the registration
      statement.

    Michele
      Anderson, Esq., Legal Branch Chief

    John
      Harrington, Esq., Attorney-Adviser

    December
      17, 2007

    Page
      5

    The
      Directors and Officers are officers and directors of the Company, and
      accordingly are affiliates of each other, but none of the other 2007 Private
      Placement purchasers are affiliates of any of the other purchasers.

    In
      connection with the 2007 Private Placement, the Advisors received warrants
      to
      purchase (i) 568,000 shares of common stock at an exercise price of $0.55 per
      share and (ii) 250,000 shares of common stock at an exercise price of $0.65
      per
      share. The shares issuable upon exercise of these warrants are included in
      the
      registration statement.

    An
      ancillary transaction to the 2007 Private Placement involved the Company issuing
      an aggregate of approximately 474.8126 shares of a new Series C Preferred Stock
      in exchange for cancelling all of its issued and outstanding Series B Preferred
      Stock, cancelling approximately $1,098,000 of accrued but unpaid dividends
      due
      on the Series B Preferred Stock, and surrendering 1,525,000 shares of common
      stock held by North Sound. The shares issuable on conversion of the Series
      C
      Preferred Stock are not included in the registration statement.

    The
      number of shares sought to be registered (and percentage of ownership of the
      shares sought to be registered) on behalf of each selling stockholder, as
      amended by Amendment 1 is:

                Selling
                  Stockholder

                Shares
                  Sought to be

                Registered

                %
                  of Shares Sought

                to
                  be Registered

                Aziz
                  Ahmad

                50,000

                0.31

                %

                Bamdad
                  Bastani

                75,000

                0.47

                %

                Brad
                  Reifler

                88,540

                0.56

                %

                CCM
                  Master Qualified Fund Ltd

                3,658,769

                22.98

                %

                Dan
                  Schneiderman

                25,000

                0.16

                %

                David
                  W. Robinson

                112,000

                0.70

                %

                David
                  Wilstein and Susan Wilstein, as Trustees of the Century