SEC Company Response from Inuvo, Inc. (INUV) (CIK 0000829323) (INUV) — Jan 17, 2012
Inuvo, Inc. (INUV) (CIK 0000829323)
Date: Jan. 17, 2012 · CIK: 0000829323 · Accession: 0001193125-12-014005
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-177983
Referenced dates: December 19, 2011, December 2, 2011
Letter
Correspondence
INUVO, INC.
15550 Lightwave Drive
Suite 300
Clearwater, FL 33760
telephone (727) 324-0046
wallace.ruiz@inuvo.com
January 17, 2011
‘CORRESP’
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Inuvo, Inc. (the “Company”)
Registration Statement on Form S-4/A
Amended on December 14, 2011
File No. 333-177983
Ladies and Gentlemen:
The Company is in receipt of the staff’s letter of comment dated December 19, 2011. Following are the Company’s responses to such comments. Contemporaneously, the Company has filed Amendment No. 2 to the above-captioned Registration Statement on Form S-4 (“Amendment No. 2”) which has been revised to reflect the Company’s responses to the staff’s comments set forth below.
Accounting Treatment of the Merger, page 83
1. We note your response to comment one from our letter dated December 2, 2011. Please revise your disclosure of the accounting treatment of the merger to summarize the factors you considered in determining that Inuvo is the accounting acquirer in the transaction, as described in your response. Also make similar revisions to the Summary at page 14.
RESPONSE: We have revised the section entitled “Accounting Treatment of the Merger,” beginning on page 83 of Amendment No. 2 to summarize the factors that were considered in determining that Inuvo is the accounting acquirer in the transaction, as described in our response, dated December 14, 2011, to your comment letter, dated December 2, 2011. We have also made similar revisions in the section entitled “Summary—Accounting Treatment of the Merger,” beginning on page 14 of Amendment No. 2.
We trust the foregoing adequately responds to the staff’s comments. The Company acknowledges:
•
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
•
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relive the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
•
the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Sincerely,
/s/ Wallace D. Ruiz
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CORRESP 1 filename1.htm Correspondence INUVO, INC. 15550 Lightwave Drive Suite 300 Clearwater, FL 33760 telephone (727) 324-0046 wallace.ruiz@inuvo.com January 17, 2011 ‘CORRESP’ Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Inuvo, Inc. (the “Company”) Registration Statement on Form S-4/A Amended on December 14, 2011 File No. 333-177983 Ladies and Gentlemen: The Company is in receipt of the staff’s letter of comment dated December 19, 2011. Following are the Company’s responses to such comments. Contemporaneously, the Company has filed Amendment No. 2 to the above-captioned Registration Statement on Form S-4 (“Amendment No. 2”) which has been revised to reflect the Company’s responses to the staff’s comments set forth below. Accounting Treatment of the Merger, page 83 1. We note your response to comment one from our letter dated December 2, 2011. Please revise your disclosure of the accounting treatment of the merger to summarize the factors you considered in determining that Inuvo is the accounting acquirer in the transaction, as described in your response. Also make similar revisions to the Summary at page 14. RESPONSE: We have revised the section entitled “Accounting Treatment of the Merger,” beginning on page 83 of Amendment No. 2 to summarize the factors that were considered in determining that Inuvo is the accounting acquirer in the transaction, as described in our response, dated December 14, 2011, to your comment letter, dated December 2, 2011. We have also made similar revisions in the section entitled “Summary—Accounting Treatment of the Merger,” beginning on page 14 of Amendment No. 2. We trust the foregoing adequately responds to the staff’s comments. The Company acknowledges: • should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; 1 • the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relive the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and • the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Sincerely, /s/ Wallace D. Ruiz Wallace D. Ruiz, Chief Financial Officer 2