SEC Company Response from SIRICOMM INC (CIK 0000851199) — May 9, 2005
SIRICOMM INC (CIK 0000851199)
Date: May 9, 2005 · CIK: 0000851199 · Accession: 0001038838-05-000500
AI Filing Summary & Sentiment
File numbers found in text: 333-123132
Referenced dates: April 1, 2005
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April 26, 2005
VIA FED EX
United States Securities and Exchange Commission
Division of Corporation Finance
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549-0406
Attention: Barbara C. Jacobs, Esq.
Re: SiriCOMM, Inc.
Registration Statement on Form SB-2
File No. 333-123132
Dear Ms. Jacobs:
On behalf of our client, SiriCOMM, Inc. (the "Company"), enclosed for review
please find three (3) clean and marked copies of Pre-Effective Amendment No. 1
("Amendment No. 1") to the Company's Registration Statement on Form SB-2, File
No. 333-123132 (as amended, the "Registration Statement").
Amendment No. 1 reflects changes to the Registration Statement made in response
to the comments of the Division of Corporation Finance (the "Staff") on the
Registration Statement in its letter dated April 1, 2005 (the "Comment Letter"),
to Henry P. Hoffman, the President and Chief Executive Officer of the Company.
For your convenience, we have set out each of the Staff's comments in the
Comment Letter in italics, followed by the Company's response in plain text. The
nature of the changes in Amendment No. 1 and the prospectus included therein is
noted below.
Comment:
Form SB-2 -Selling Shareholders
1. Please disclose the natural persons who exercise sole or
shared voting and/or investment power over Sat-Net
Communications, Inc. See interpretation 4S of the Regulation
S-K portion of the March 1999 supplement to the publicly
available CF Telephone Interpretation manual, as well as
interpretation I.60 of the July 1997 version of the telephone
interpretation manual. Please confirm, if true, that Sat-Net
Communications, Inc. is not an affiliate of a registered
broker-dealer.
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Response:
In response to the Staff's comment, and based on a questionnaire received from
Sat-Net Communications, Inc., the Selling Shareholder table has been revised to
reflect that Allen Wheeler, Henry Burkhalter and David Webb, the directors of
Sat-Net Communications, Inc., are the natural persons who exercise voting and/or
investment power over Sat-Net Communications, Inc. The Company has confirmed to
us that Sat-Net Communications, Inc. is not an affiliate of a registered broker
dealer.
Comment:
Form SB-2 -Plan of Distribution
2. We note your discussion regarding short sales. Please
supplementally confirm you are aware of CF Telephone Interp.
A. 65 (July 1997) on this issue.
Response:
The Company has confirmed to us that it is aware of CF Telephone Interp. A. 65
(July 1997) regarding short sales.
Comment:
Form 10-KSB for the period ended September 30, 2004 and Form 10-QSB for
the quarter ended December 31, 2004 - Disclosure Controls and
Procedures
3. Your disclosure on page 29 states that there were no
"significant" changes in the Company's internal controls over
financial reporting during the last fiscal quarter. Please
note that Item 308(c) requires disclosure of any change in the
registrant's internal control over financial reporting that
occurred during the registrant's last fiscal quarter that has
materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial
reporting. Please confirm, if true, that you met this standard
for the relevant period. Alternatively, revise your disclosure
to provide appropriate details about any such changes. We note
that your Form 10-QSB for December 31, 2004 sets forth the
required Item 308 disclosure.
Response:
The Company has confirmed to us that it met the above-described standard and
that there were no changes in the Company's internal control over financial
reporting that occurred during the Company's fourth fiscal quarter that
materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.
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Comment:
4. In addition, please refer to Item 307 of Regulation S-B. Note
that this disclosure item defines disclosure controls and
procedures as controls and procedures designed to ensure that
information required to be disclosed by the issuer in the
reports that it files or submits under the Act is "recorded,
processed, summarized and reported" in addition to being
accumulated and communicated to the issuer's management as
appropriate to allow timely decisions regarding required
disclosure. In your response letter, please confirm, if true,
that your disclosure controls and procedures met this standard
for the relevant period. If you are unable to provide such
confirmation, please explain. We note that your Form 10-QSB
for December 31, 2004 sets forth the required Item 307
disclosure.
Response:
The Company has confirmed to us that its disclosure controls and procedures met
the above-described standard for the period covered by the Company's Form 10-KSB
and were designed to ensure that information required to be disclosed in the
Company's reports under the Securities Exchange Act of 1934, as amended, is
recorded, processed, summarized and reported in addition to being accumulated
and communicated to the Company's management to allow for timely decisions
regarding required disclosure.
The Company hereby acknowledges that: (i) 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;
(ii) the action of the Commission or the Staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the Company from
its full responsibility for the adequacy and accuracy of the disclosure in the
filing; and (iii) the Company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
Please do not hesitate to contact the undersigned at (617) 951-8411 with any
questions concerning this letter.
Very truly yours,
/s/ A. Elizabeth Jetton
A. Elizabeth Jetton
cc: Maryse Mills-Apenteng, Securities Exchange Commission
Henry P. Hoffman, SiriCOMM, Inc.
J. Richard Iler, SiriCOMM, Inc.
John J. Concannon III, Esq.
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