SEC Company Response from TaoWeave, Inc. (TWAV) (CIK 0000746210) (TWAV) — Jan 11, 2008
TaoWeave, Inc. (TWAV) (CIK 0000746210)
Date: Jan. 11, 2008 · CIK: 0000746210 · Accession: 0001144204-08-001818
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-146838
Referenced dates: January 4, 2008
Letter
VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Glowpoint, Inc. Amendment No 1 to Registration Statement on Form S-1 Filed December 18, 2007 File No. 333-146838
Dear Ms. Anderson and Mr. Harrington:
Glowpoint, Inc., a Delaware corporation (the “Company”), has filed electronically a pre-effective Amendment No. 2 (“Amendment 2”) to the above-referenced registration statement (the “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 January 4, 2008 (the “Comment Letter”) with respect to 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 2.
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 registration statement does not include shares underlying the convertible notes affects your obligation to pay liquidated damages.
Newark New York Trenton Philadelphia Wilmington
gibbonslaw.com
Michele Anderson, Esq.
John Harrington, Esq.
January 11, 2008
Page
Response
Amendment 2, page 2, includes this disclosure in the penultimate paragraph under “The Offering.”
2. We note your revised disclosure on page three in response to our prior comment two. Please further revise to specifically 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.
Response
Amendment 2, page 3, includes this disclosure in the last paragraph under “The Offering.”
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.
Response
Amendment 2 includes this disclosure, with respect to Directors, beginning on page 50 under the heading “Director Compensation,” and with respect to executive officers, beginning on page 52 under the heading “Compensation Discussion and Analysis” and continuing on page 54 with “Executive Compensation.”
Security Ownership of Certain Beneficial Owners and Management, page
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 shareholder has the right to acquire within 60 days, taking into account the ownership limitations; and (c) the total number of shares that such shareholder would have the right to acquire within days, but for the ownership limitations.
Response
Amendment 2 includes this disclosure beginning on page 60 under the heading “Security Ownership of Certain Beneficial Owners and Management.”
Michele Anderson, Esq.
John Harrington, Esq.
January 11, 2008
Page
Shares Eligible for Future Sale, page 66
5. Please include in this section quantitative disclosure of the amount of shares underlying the convertible notes and any other outstanding securities that may be sold in the future pursuant to Rule 144 or registration rights that will continue to be effective following this offering.
Response
Amendment 2 includes this disclosure on page 67 under “Future Sale of Shares.”
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 consideration for amending the terms of the 2006 financing.
Response
Amendment 2 includes this disclosure on page 73 under the heading “Potential Profits from Conversion/Exercise of the Senior Secured Notes issued in 2006 and 2006 and issued in connection with Amending the Terms Thereof.”
Company’s Intention to Satisfy its Repayment Obligations, page
7. We note your revised disclosure regarding your intention to make the required payments on the Senior Secured Notes. Include a statement that you have paid all interest to date on these notes by issuing additional notes, as you state on page 35.
Response
Amendment 2 includes this disclosure on page 77, see “Company’s Intention to Satisfy its Repayment Obligation”.
Michele Anderson, Esq.
John Harrington, Esq.
January 11, 2008
Page
* * *
Should you have any questions or would like any additional information, please feel free to call David W. Robinson, the Company’s General Counsel, at 312-235-3888 x2087 or me at 212-613-2184.
Sincerely,
/s/
Cheryl A. Gorman
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CORRESP
1
filename1.htm
Unassociated Document
CHERYL
A. GORMAN
Director
Gibbons
P.C.
One
Pennsylvania Plaza, 37th Floor
New
York, New York 10119-3701
Direct:
(212)
613-2184
Fax: (973)
639-8305
cgorman@gibbonslaw.com
January
11, 2008
VIA
EDGAR
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.
Amendment
No 1 to Registration Statement on Form S-1
Filed
December 18, 2007
File
No. 333-146838
Dear
Ms.
Anderson and Mr. Harrington:
Glowpoint,
Inc., a Delaware corporation (the “Company”), has filed electronically a
pre-effective Amendment No. 2 (“Amendment 2”) to the above-referenced
registration statement (the “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 January 4, 2008 (the “Comment Letter”) with respect to 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
2.
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 registration statement does not include shares underlying
the
convertible notes affects your obligation to pay liquidated
damages.
Newark
New York Trenton
Philadelphia Wilmington
gibbonslaw.com
Michele
Anderson, Esq.
John
Harrington, Esq.
January
11, 2008
Page
2
Response
Amendment
2, page 2, includes this disclosure in the penultimate paragraph under “The
Offering.”
2. We
note your revised disclosure on page three in response to our prior comment
two.
Please further revise to specifically 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.
Response
Amendment
2, page 3, includes this disclosure in the last paragraph under “The
Offering.”
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.
Response
Amendment
2 includes this disclosure, with respect to Directors, beginning on page 50
under the heading “Director Compensation,” and with respect to executive
officers, beginning on page 52 under the heading “Compensation Discussion and
Analysis” and continuing on page 54 with “Executive Compensation.”
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 shareholder has the right to acquire
within 60 days, taking into account the ownership limitations; and (c) the
total
number of shares that such shareholder would have the right to acquire within
60
days, but for the ownership limitations.
Response
Amendment
2 includes this disclosure beginning on page 60 under the heading “Security
Ownership of Certain Beneficial Owners and Management.”
Michele
Anderson, Esq.
John
Harrington, Esq.
January
11, 2008
Page
3
Shares
Eligible for Future Sale, page 66
5. Please
include in this section quantitative disclosure of the amount of shares
underlying the convertible notes and any other outstanding securities that
may
be sold in the future pursuant to Rule 144 or registration rights that will
continue to be effective following this offering.
Response
Amendment
2 includes this disclosure on page 67 under “Future Sale of
Shares.”
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 consideration for amending the
terms
of the 2006 financing.
Response
Amendment
2 includes this disclosure on page 73 under the heading “Potential Profits from
Conversion/Exercise of the Senior Secured Notes issued in 2006 and 2006 and
issued in connection with Amending the Terms Thereof.”
Company’s
Intention to Satisfy its Repayment Obligations, page
77
7. We
note your revised disclosure regarding your intention to make the required
payments on the Senior Secured Notes. Include a statement that you have paid
all
interest to date on these notes by issuing additional notes, as you state on
page 35.
Response
Amendment
2 includes this disclosure on page 77, see “Company’s Intention to Satisfy its
Repayment Obligation”.
Michele
Anderson, Esq.
John
Harrington, Esq.
January
11, 2008
Page
4
*
*
*
Should
you have any questions or would like any additional information, please feel
free to call David W. Robinson, the Company’s General Counsel, at 312-235-3888
x2087 or me at 212-613-2184.
Sincerely,
/s/
Cheryl A. Gorman
Cheryl
A.
Gorman
CAG:jb
cc:
David
W. Robinson, Esq.