SEC Company Response from BONSO ELECTRONICS INTERNATIONAL INC (BNSOF) (CIK 0000846546) (BNSOF) — Apr 18, 2005
BONSO ELECTRONICS INTERNATIONAL INC (BNSOF) (CIK 0000846546)
Date: April 18, 2005 · CIK: 0000846546 · Accession: 0001050502-05-000239
AI Filing Summary & Sentiment
Reasoning
Referenced dates: March 15, 2005
Letter
SCHLUETER & ASSOCIATES, P. C. 1050 Seventeenth Street, Suite 1750 Denver, Colorado 80265 (303) 292-3883 Facsimile: (303) 296-8880 HENRY F. SCHLUETER Also Admitted in Wyoming April 15, 2005 Via Facsimile, EDGAR and U.S. Mail ---------------------------------- Ms. Kristin Lochhead, Staff Accountant Division of Corporation Finance United States Securities and Exchange Commission 450 Fifth Street N.W. Washington, D.C. 20549
Re: Bonso Electronics International Inc.
Dear Ms. Lochhead:
We represent Bonso Electronics International Inc. ("Bonso" and "Company"). This letter is in response to your letter dated March 15, 2005 ("Letter"), which relates to the Form 20-F for the fiscal year ended March 31, 2004, filed on August 13, 2004 with the United States Securities and Exchange Commission ("SEC"). This response is based upon information provided to us by Bonso's management in Hong Kong. The responses below have been numbered to correspond to the numbering used in the Letter.
1. Bonso's management has reviewed this comment and will address the comment in its future filings.
2. Bonso's management has considered the comment and believes that the sales of scrap materials and compensation from cancellation of orders should have been classified as operating income. Management also believes that there were other items included in other income which should have been classified as operating income. The classification of these items as components of operating income would have resulted in an increase in operating income from 3% to 3.7% of net sales. In light of the immaterial impact of the misclassification, management submits that no amendment to the previous fiscal years financial statements is necessary and advises that such misclassification will be corrected in its future filing.
<PAGE>
Ms. Kristin Lochhead, Staff Accountant Division of Corporation Finance United States Securities and Exchange Commission April 15, 2005 Page 2
3. Bonso's management has reviewed this comment and will address the comment in its future filings.
4. Bonso's management has reviewed this comment and will address the comment in its future filings.
5. Bonso's management has reviewed this comment and will address the comment in its future filings.
6. Bonso's management has reviewed this comment and will address the comment in its future filings.
7. Bonso's management has reviewed this comment and will address the comment in its future filings.
8. Bonso's management has reviewed this comment and will address the comment in its future filings.
9. Bonso's management has reviewed this comment and will address the comment in its future filings.
10. Bonso's management has reviewed this comment and will address the comment in its future filings.
11. Bonso's management has reviewed this comment and will address the comment in its future filings.
12. Bonso's management has reviewed this comment and will address the comment in its future filings.
13. The Warrants were issued originally as a dividend to all record holders of Bonso's warrants at the close of trading on January 19, 2000, and to all persons who exercised Bonso's warrants during the period commencing on November 22, 1999, and ending at the close of trading on January 19, 2000 (collectively the "Warrant Dividend"). It should be noted that the warrants (upon which the Warrant Dividend was made) were originally issued in December 1994 in connection with a second public offering by Bonso. Accordingly, the original issuance of the Warrants was in connection with a financing and not as compensation to any third party or employee of Bonso. Subsequent to the issuance of the Warrants, Bonso made modifications to the Warrants in October 2001, July 2002 and December 2003. Management has advised
<PAGE>
Ms. Kristin Lochhead, Staff Accountant Division of Corporation Finance United States Securities and Exchange Commission April 15, 2005 Page 3
that they do not believe that accounting for the modifications of the Warrants would have had an impact on the financial statements, because the Warrants were initially issued and subsequently modified as dividends. Management believes that the recording of the modifications would have resulted in a reclassification from retained earnings to additional paid-in capital, with no impact on net income or shareholders' equity. Therefore, management believes that such and accounting entry was not necessary. We note that under the International Business Companies Act of the British Virgin Islands dividends may only be declared and paid out of surplus, and surplus is defined as the amount remaining after subtracting the liabilities of the company from the assets of the company and the amount of the company's capital (i.e., the par value of all shares issued and outstanding). Accordingly, surplus consists of both "additional paid in capital" and "retained earnings." We note that the Warrants expired by their terms on February 13, 2004 with a majority of the Warrants unexercised.
14. Bonso's management has reviewed this comment and will address the comment in its future filings.
15. Bonso's management has reviewed this comment and will address the comment in its future filings.
Bonso's management has advised that they understand that:
o Bonso is responsible for the adequacy and accuracy of the disclosure in the filings;
o Staff comments or changes to disclosure in response to staff comments in the filings reviewed by the Staff do not foreclose the Commission from taking any action with respect to the filing; and
o Bonso 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.
<PAGE>
Ms. Kristin Lochhead, Staff Accountant Division of Corporation Finance United States Securities and Exchange Commission April 15, 2005 Page 4
If you have any questions or wish to discuss anything further, please do not hesitate to contact the undersigned.
Very truly yours
Schlueter & Associates, P.C.
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<TEXT>
SCHLUETER & ASSOCIATES, P. C.
1050 Seventeenth Street, Suite 1750
Denver, Colorado 80265
(303) 292-3883
Facsimile: (303) 296-8880
HENRY F. SCHLUETER
Also Admitted in Wyoming
April 15, 2005
Via Facsimile, EDGAR and U.S. Mail
----------------------------------
Ms. Kristin Lochhead, Staff Accountant
Division of Corporation Finance
United States Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Re: Bonso Electronics International Inc.
Dear Ms. Lochhead:
We represent Bonso Electronics International Inc. ("Bonso" and "Company").
This letter is in response to your letter dated March 15, 2005 ("Letter"), which
relates to the Form 20-F for the fiscal year ended March 31, 2004, filed on
August 13, 2004 with the United States Securities and Exchange Commission
("SEC"). This response is based upon information provided to us by Bonso's
management in Hong Kong. The responses below have been numbered to correspond to
the numbering used in the Letter.
1. Bonso's management has reviewed this comment and will address the
comment in its future filings.
2. Bonso's management has considered the comment and believes that the
sales of scrap materials and compensation from cancellation of orders
should have been classified as operating income. Management also
believes that there were other items included in other income which
should have been classified as operating income. The classification of
these items as components of operating income would have resulted in
an increase in operating income from 3% to 3.7% of net sales. In light
of the immaterial impact of the misclassification, management submits
that no amendment to the previous fiscal years financial statements is
necessary and advises that such misclassification will be corrected in
its future filing.
<PAGE>
Ms. Kristin Lochhead, Staff Accountant
Division of Corporation Finance
United States Securities and Exchange Commission
April 15, 2005
Page 2
3. Bonso's management has reviewed this comment and will address the
comment in its future filings.
4. Bonso's management has reviewed this comment and will address the
comment in its future filings.
5. Bonso's management has reviewed this comment and will address the
comment in its future filings.
6. Bonso's management has reviewed this comment and will address the
comment in its future filings.
7. Bonso's management has reviewed this comment and will address the
comment in its future filings.
8. Bonso's management has reviewed this comment and will address the
comment in its future filings.
9. Bonso's management has reviewed this comment and will address the
comment in its future filings.
10. Bonso's management has reviewed this comment and will address the
comment in its future filings.
11. Bonso's management has reviewed this comment and will address the
comment in its future filings.
12. Bonso's management has reviewed this comment and will address the
comment in its future filings.
13. The Warrants were issued originally as a dividend to all record
holders of Bonso's warrants at the close of trading on January 19,
2000, and to all persons who exercised Bonso's warrants during the
period commencing on November 22, 1999, and ending at the close of
trading on January 19, 2000 (collectively the "Warrant Dividend"). It
should be noted that the warrants (upon which the Warrant Dividend was
made) were originally issued in December 1994 in connection with a
second public offering by Bonso. Accordingly, the original issuance of
the Warrants was in connection with a financing and not as
compensation to any third party or employee of Bonso. Subsequent to
the issuance of the Warrants, Bonso made modifications to the Warrants
in October 2001, July 2002 and December 2003. Management has advised
<PAGE>
Ms. Kristin Lochhead, Staff Accountant
Division of Corporation Finance
United States Securities and Exchange Commission
April 15, 2005
Page 3
that they do not believe that accounting for the modifications of the
Warrants would have had an impact on the financial statements, because
the Warrants were initially issued and subsequently modified as
dividends. Management believes that the recording of the modifications
would have resulted in a reclassification from retained earnings to
additional paid-in capital, with no impact on net income or
shareholders' equity. Therefore, management believes that such and
accounting entry was not necessary. We note that under the
International Business Companies Act of the British Virgin Islands
dividends may only be declared and paid out of surplus, and surplus is
defined as the amount remaining after subtracting the liabilities of
the company from the assets of the company and the amount of the
company's capital (i.e., the par value of all shares issued and
outstanding). Accordingly, surplus consists of both "additional paid
in capital" and "retained earnings." We note that the Warrants expired
by their terms on February 13, 2004 with a majority of the Warrants
unexercised.
14. Bonso's management has reviewed this comment and will address the
comment in its future filings.
15. Bonso's management has reviewed this comment and will address the
comment in its future filings.
Bonso's management has advised that they understand that:
o Bonso is responsible for the adequacy and accuracy of the disclosure
in the filings;
o Staff comments or changes to disclosure in response to staff comments
in the filings reviewed by the Staff do not foreclose the Commission
from taking any action with respect to the filing; and
o Bonso 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.
<PAGE>
Ms. Kristin Lochhead, Staff Accountant
Division of Corporation Finance
United States Securities and Exchange Commission
April 15, 2005
Page 4
If you have any questions or wish to discuss anything further, please do
not hesitate to contact the undersigned.
Very truly yours
Schlueter & Associates, P.C.
By /s/ Henry F. Schlueter
-------------------------
Henry F. Schlueter
C: Bonso Electronics International Inc.
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