SEC Company Response from STARTECH ENVIRONMENTAL CORP (CIK 0000875762) — Dec 23, 2004
STARTECH ENVIRONMENTAL CORP (CIK 0000875762)
Date: Dec. 23, 2004 · CIK: 0000875762 · Accession: 0000922423-04-002084
AI Filing Summary & Sentiment
File numbers found in text: 333-119668, 333-96885
Letter
December 23, 2004 VIA EDGAR --------- Matthew Franker United States Securities and Exchange Commission Division of Corporation Finance 450 Fifth Street N.W. Washington, DC 20549-0404
Re: Startech Environmental Corporation ---------------------------------- Amendment No. 1 to Registration Statement on Form S-1 File No. 333-119668 As filed December 13, 2004
Dear Mr. Franker:
As we discussed yesterday afternoon, on behalf of Startech Environmental Corporation (the "Company"), I hereby transmit with this letter, via EDGAR, a marked copy of Amendment No. 1 to the Company's Registration Statement on Form S-1 to highlight the changes made to the Registration Statement from the date it was originally filed on October 8, 2004.
Should you have any further questions or comments, please contact me at (212) 715-7787.
Respectfully submitted,
/s/ Joshua E. Davis
Show Raw Text
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
KRAMER LEVIN NAFTALIS & FRANKEL LLP
919 THIRD AVENUE
NEW YORK, N.Y. 10022 - 3852
Joshua E. Davis PARIS
Associate 47, AVENUE HOCHE 75008
TEL 212-715-7787 TEL (33-1) 44 09 46 00
FAX 212-715-8047 FAX (33-1) 44 09 46 01
joshdavis@kramerlevin.com
December 23, 2004
VIA EDGAR
---------
Matthew Franker
United States Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street N.W.
Washington, DC 20549-0404
Re: Startech Environmental Corporation
----------------------------------
Amendment No. 1 to Registration Statement on Form S-1
File No. 333-119668
As filed December 13, 2004
Dear Mr. Franker:
As we discussed yesterday afternoon, on behalf of Startech Environmental
Corporation (the "Company"), I hereby transmit with this letter, via EDGAR, a
marked copy of Amendment No. 1 to the Company's Registration Statement on Form
S-1 to highlight the changes made to the Registration Statement from the date it
was originally filed on October 8, 2004.
Should you have any further questions or comments, please contact me at
(212) 715-7787.
Respectfully submitted,
/s/ Joshua E. Davis
<PAGE>
As filed with the Securities and Exchange Commission on December 10, 2004
Registration No. 333- 119668
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
_____________________________
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
_____________________________
STARTECH ENVIRONMENTAL CORPORATION
(Exact name of registrant as specified in its charter)
_____________________________
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Colorado 3559 84-286576
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number))
</TABLE>
Startech Environmental Corporation Joseph F. Longo, Chairman, President &
CEO
15 Old Danbury Road, Suite 203 Startech Environmental Corporation
Wilton, CT. 06897-2525 15 Old Danbury Road, Suite 203
(203) 762-2499 Wilton, Connecticut 06897-2525
(203) 762-2499
(Name, address, including zip code (Name, address, including zip code and
and telephone number, including area telephone number, including area code, of
code, of registrant's principal agent for service)
executive office)
Copies to:
Scott Rosenblum, Esq. Peter J. Scanlon
Kramer Levin Naftalis & Frankel LLP Vice President & Chief Financial Officer
919 Third Avenue 15 Old Danbury Road, Suite 203,
New York, NY 10022 Wilton Connecticut 06897-2525
Phone (212) 715-9100 Phone (203) 762-2499
Fax (212) 715-8000 Fax (203) 761-0839
_____________________________
<PAGE>
Approximate date of commencement of proposed sale to public: From time to time
after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box: |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If the delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
<TABLE>
<CAPTION>
Calculation of Registration Fee
Title of Each Class Proposed Maximum Proposed Maximum
of Securities to Amount to be Offering Aggregate Offering Amount of
be Registered Registered Price Per Unit (1) Price Registration Fee
----------------------------------- ----------------- -------------------- -------------------- ----------------------
<S> <C> <C> <C> <C> <C>
Common Stock, no par value 8,613,300 (2) $3.65 $ 31,438,545 $4,503.77(4)
----------------------------------- ----------------- -------------------- -------------------- ----------------------
Warrants to purchase shares of 882,353 (3) (3) (3)
Common Stock, at an exercise
price of $1.80 per share
----------------------------------- ----------------- -------------------- -------------------- ----------------------
Warrants to purchase shares of 352,722 (3) (3) (3)
Common Stock, at an exercise
price of $4.89 per share
----------------------------------- ----------------- -------------------- -------------------- ----------------------
Warrants to purchase shares of 352,722 (3) (3) (3)
Common Stock, at an exercise
price of $5.89 per share
----------------------------------- ----------------- -------------------- -------------------- ----------------------
Warrants to purchase shares of 352,723 (3) (3) (3)
Common Stock, at an exercise
price of $6.89 per share
................................... ................. .................... .................... ......................
Warrants to purchase shares of 126,923 (5) (5) (7)
Common Stock, at an exercise
price of $3.34 per share
................................... ................. .................... .................... ......................
Common Stock, no par value 739,700 (6) (6) (6) (7)
=================================== ================= ==================== ==================== ======================
</TABLE>
<PAGE>
(1) The proposed maximum offering price per share and maximum aggregate
offering price were estimated solely to calculate the registration fee
under Rule 457(c) of the Securities Act of 1933, based on a proposed
maximum offering price per share of $3.65 equal to the average of the
highest and lowest bid and asked price of the common stock on the
Over-The-Counter Bulletin Board reported on October 6, 2004, which is
within 5 business days prior the date of filing of this registration
statement.
(2) Includes (a) 1,940,520 shares of common stock that may be issued upon
exercise of warrants, and (b) an indeterminate number of shares of common
stock that may be issuable upon exercise of warrants pursuant to the
anti-dilution provisions thereof with respect to stock splits, dividends
and combinations.
(3) The warrants are being registered in the same registration statement as
the shares of common stock underlying such warrants and, therefore, no
separate registration fee is required pursuant to Rule 457(g).
(4) The filing fee was paid upon the original filing of this registration
statement on October 8, 2004.
(5) Represents the number of warrants to purchase shares of common stock
previously registered on behalf of Paradigm-Startech 2000 LLP pursuant to
Registration Statement Nos. 333-96885, as filed with the Securities and
Exchange Commission on July 22, 2002.
(6) Represents: (1) 126,923 shares of common stock issued to Paradigm-Startech
2000 LLP; and (2) 612,777 shares of common stock issuable upon exercise of
warrants to purchase shares of common stock, in each case as previously
registered pursuant to Registration Statement No. 333-96885, as filed with
the Securities and Exchange Commission on July 22, 2002.
(7) The filing fee of $912.74 was previously paid in connection with and at
the time of the filing of the original registration statement relating to
the shares.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
Pursuant to the provisions of Rule 429 under the Securities Act of 1933,
this Registration Statement relates to Registration Statement No. 333-96885
filed by the Registrant. The prospectus forming part of this Registration
Statement shall serve the purpose of a post-effective amendment to Registration
Statement No. 333-96885 as specified in Rule 429.
EXPLANATORY NOTE
Startech previously filed Registration Statement No. 333-96885 to register
for resale an aggregate of 927,696 shares of its common stock, warrants to
purchase 927,696 shares of common stock and an additional 927,696 shares of
common stock issuable upon exercise of the warrants, in each case, by the
selling securityholders identified in the Registration Statement. Pursuant to
Rule 429 under the Securities Act of 1933, this Registration Statement also
serves as a post-effective amendment to Registration Statement No. 333-96885 but
does not include 800,773 shares of common stock or 800,773 warrants to purchase
shares of common stock, or 314,919 shares of common stock issuable upon exercise
of the warrants included as part of Registration Statement No. 333-96885, which
shares of common stock and warrants are either (1) currently eligible for resale
under Rule 144(k) of the Securities Act of 1933, as amended, by persons who are
not affiliates of the Company (2) may not other wise be included in this
registration statement. Accordingly, this Registration Statement carries forward
from the previously filed Registration Statement 126,923 shares of common stock
issued to an affiliate of the Company, warrants to purchase 126,923 shares of
common stock issued to the same affiliate of the Company, and 612,777 shares of
common stock issuable upon exercise of warrants.
<PAGE>
The information in this prospectus is not complete and may be changed. These
securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and we are not soliciting offers to buy these
securities in any state where the offer or sale is not permitted.
Preliminary Prospectus, subject to completion dated
, 2004
[GRAPHIC OMITTED]
STARTECH ENVIRONMENTAL CORPORATION
This prospectus relates to the resale by the selling securityholders of up
to 9,353,000 shares of common stock (including 2,553,297 shares of common stock
issuable upon the exercise of warrants) and 2,067,443 warrants to purchase
shares of common stock issued to the selling securityholders in various private
placements that took place since 2002.
We will not receive any proceeds from the sale of securities by the
selling securityholders listed herein. We may, however, receive cash proceeds to
the extent any of the warrants are exercised. If the warrants are exercised in
full for cash, we will receive proceeds in the aggregate amount of approximately
$8,244,763. We intend to use the net proceeds received upon the exercise of any
warrants for cash for working capital and general corporate purposes or for any
other purpose we describe in any prospectus supplement.
The selling securityholders may sell the shares of common stock and
warrants to or through underwriters, and also may sell them directly to other
purchasers or through agents from time to time on the NASD Over-the-Counter
Bulletin Board. Sales may be made at fixed prices, which may be changed,
negotiated prices, or at market prices prevailing at the time of sale.
Our common stock is currently traded on the NASD Over-the-Counter Bulletin
Board under the ticker symbol "STHK.OB" On December 9, 2004, the last sale price
of our common stock was $4.03.
INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. PLEASE
CAREFULLY CONSIDER THE "RISK FACTORS" BEGINNING ON PAGE 8 OF THIS PROSPECTUS.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
The date of this prospectus is , 2004
<PAGE>
Important Notice about the Information Presented in this Prospectus
You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized any other person to provide
you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We are not making an offer
to sell these securities in any jurisdiction where the offer or sale is not
permitted.
You should assume that the information appearing in this prospectus is
accurate as of the date on the front cover of this prospectus only. The
business, financial condition, results of operations and prospects of Startech
may have changed since that date.
<PAGE>
TABLE OF CONTENTS
PROSPECTUS SUMMARY........................................................ 3
RISK FACTORS.............................................................. 8
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS...................... 16
USE OF PROCEEDS........................................................... 16
PRICE RANGE OF COMMON STOCK............................................... 17
DIVIDEND POLICY.................