SEC Company Response from VINEYARD NATIONAL BANCORP (CIK 0000840256) — Jan 31, 2005
VINEYARD NATIONAL BANCORP (CIK 0000840256)
Date: Jan. 31, 2005 · CIK: 0000840256 · Accession: 0000950129-05-000758
AI Filing Summary & Sentiment
File numbers found in text: 333-121794
Referenced dates: January 28, 2005
Letter
January 31, 2005 Jeffrey D. Haas (202) 457-5675 jhaas@pattonboggs.com VIA EDGAR AND FACSIMILE Christian Windsor Special Counsel Division of Corporation Finance U.S. Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549
RE: VINEYARD NATIONAL BANCORP FORM S-3 FILED DECEMBER 30, 2004 COMMISSION FILE NO. 333-121794
Dear Mr. Windsor:
Set forth below are the responses of Vineyard National Bancorp (the "Registrant") to the comments contained in your letter dated January 28, 2005, with respect to the registration statement on Form S-3, filed on December 30, 2004, with exhibits (the "Registration Statement"). Both of the comments are addressed in order below.
1. Based on our review of the Selling Securityholder Questionnaires, the form of which was attached as Annex B to the Registration Rights Agreement, as filed on Form 8-K with the Securities and Exchange Commission (the "SEC") on December 10, 2004 as Exhibit 4.2, all of the selling shareholders indicated that they were not broker-dealers. Smithfield Fiduciary, LLC, Steelhead Investments, Ltd., Hare & Co. f/b/o John Hancock Bank and Thrift Opportunity Fund, SF Capital Partners, Ltd. and all of the Principal entities, as listed in the Selling Stockholders section of the Registration Statement, indicated that they were affiliates of broker-dealers. However, all the foregoing entities, representing an aggregate of 411,700 shares of the registrable securities, certified that they bought the registrable securities in the ordinary course of business, and at the time of the purchase of the registrable securities to be resold, had no agreements or understandings, directly or indirectly, with any person to distribute the registrable securities.
2. On behalf of, and at the request of the Registrant, we hereby advise the Staff that the Registrant is in possession of the fully executed Purchase Agreements, the form of which was filed on Form 8-K with the SEC on December 10, 2004 as Exhibit 99.2.
<PAGE> Christian Windsor January 31, 2005 Page 2
Please do not hesitate to call the undersigned or Norman B. Antin if there are any comments or questions concerning the foregoing or if we can be of assistance in any way.
As always, the Staff's cooperation is greatly appreciated.
Very truly yours,
/s/ JEFFREY D. HAAS
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[PATTON BOGGS LLP LETTERHEAD]
January 31, 2005 Jeffrey D. Haas
(202) 457-5675
jhaas@pattonboggs.com
VIA EDGAR AND FACSIMILE
Christian Windsor
Special Counsel
Division of Corporation Finance
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
RE: VINEYARD NATIONAL BANCORP
FORM S-3 FILED DECEMBER 30, 2004
COMMISSION FILE NO. 333-121794
Dear Mr. Windsor:
Set forth below are the responses of Vineyard National Bancorp (the
"Registrant") to the comments contained in your letter dated January 28, 2005,
with respect to the registration statement on Form S-3, filed on December 30,
2004, with exhibits (the "Registration Statement"). Both of the comments are
addressed in order below.
1. Based on our review of the Selling Securityholder Questionnaires, the form of
which was attached as Annex B to the Registration Rights Agreement, as filed on
Form 8-K with the Securities and Exchange Commission (the "SEC") on December 10,
2004 as Exhibit 4.2, all of the selling shareholders indicated that they were
not broker-dealers. Smithfield Fiduciary, LLC, Steelhead Investments, Ltd., Hare
& Co. f/b/o John Hancock Bank and Thrift Opportunity Fund, SF Capital Partners,
Ltd. and all of the Principal entities, as listed in the Selling Stockholders
section of the Registration Statement, indicated that they were affiliates of
broker-dealers. However, all the foregoing entities, representing an aggregate
of 411,700 shares of the registrable securities, certified that they bought the
registrable securities in the ordinary course of business, and at the time of
the purchase of the registrable securities to be resold, had no agreements or
understandings, directly or indirectly, with any person to distribute the
registrable securities.
2. On behalf of, and at the request of the Registrant, we hereby advise the
Staff that the Registrant is in possession of the fully executed Purchase
Agreements, the form of which was filed on Form 8-K with the SEC on December 10,
2004 as Exhibit 99.2.
<PAGE>
Christian Windsor
January 31, 2005
Page 2
Please do not hesitate to call the undersigned or Norman B. Antin if
there are any comments or questions concerning the foregoing or if we can be of
assistance in any way.
As always, the Staff's cooperation is greatly appreciated.
Very truly yours,
/s/ JEFFREY D. HAAS
Jeffrey D. Haas
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