SEC Comment Letter for HERON THERAPEUTICS, (HRTX) — Feb 2, 2006
HERON THERAPEUTICS, INC. /DE/ (HRTX) (CIK 0000818033)
Date: Feb. 2, 2006 · CIK: 0000818033 · Accession: 0000000000-06-005780
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-16109
Letter
Via Facsimile and U.S. Mail Mail Stop 6010 February 2, 2006 Michael O’Connell President and Chief Executive Officer A.P. Pharma, Inc. 123 Saginaw Drive Redwood City, CA 94063
Re: A.P. Pharma, Inc. Item 4.01 Form 8-K Filed February 1, 2006 File No. 000-16109
Dear Mr. O’Connell:
We have reviewed your filing and have the following comments. Where indicated, we think you should re vise your document in response to these comments. If you disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. After reviewing this information, we may 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 number listed at the end of this letter.
Item 4.01(a) 1. Please revise the third paragraph of your filing to state whether during the registrant’s two most recent fiscal ye ars and any subsequent interim period preceding resignation, there were any disa greements with the former accountant as described in Item 304(a)(1)(iv) of Regulation S-K. You should specify the “subsequent interim period” as the “i nterim period through January 26, 2006”.
Michael O’Connell A.P. Phar ma, Inc. February 2, 2006 Page 2
2. To the extent that you make changes to the Form 8-K to comply with our comment, please obtain and file an update d Exhibit 16 letter from the former accountant stating whether the accountant ag rees with the statements made in your revised Form 8-K.
As appropriate, please amend your filing and respond to these comments within five business days or tell us when you will re spond. 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 information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comm ents 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 to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating 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 co mments, please provide, in your letter, 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 advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing.
If you have any questions, please call me at (202) 551-3649.
S i n c e r e l y ,
Vanessa Robertson S t a f f A c c o u n t a n t
Show Raw Text
Via Facsimile and U.S. Mail
Mail Stop 6010
February 2, 2006
Michael O’Connell
President and Chief Executive Officer
A.P. Pharma, Inc.
123 Saginaw Drive
Redwood City, CA 94063
Re: A.P. Pharma, Inc.
Item 4.01 Form 8-K
Filed February 1, 2006
File No. 000-16109
Dear Mr. O’Connell:
We have reviewed your filing and have the following comments. Where
indicated, we think you should re vise your document in response to these comments. If
you disagree, we will consider your explanation as to why our comments are inapplicable
or a revision is unnecessary. Please be as detailed as necessary in your explanation.
After reviewing this information, we may 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 number listed at the end of this letter.
Item 4.01(a)
1. Please revise the third paragraph of your filing to state whether during the
registrant’s two most recent fiscal ye ars and any subsequent interim period
preceding resignation, there were any disa greements with the former accountant
as described in Item 304(a)(1)(iv) of Regulation S-K. You should specify the
“subsequent interim period” as the “i nterim period through January 26, 2006”.
Michael O’Connell
A.P. Phar ma, Inc.
February 2, 2006
Page 2
2. To the extent that you make changes to the Form 8-K to comply with our
comment, please obtain and file an update d Exhibit 16 letter from the former
accountant stating whether the accountant ag rees with the statements made in
your revised Form 8-K.
As appropriate, please amend your filing and respond to these comments within
five business days or tell us when you will re spond. 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 information. Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comm ents 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 to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating 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 co mments, please provide, in your letter, 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 advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
If you have any questions, please call me at (202) 551-3649.
S i n c e r e l y ,
Vanessa Robertson
S t a f f A c c o u n t a n t