SEC Company Response from GENAERA CORP (CIK 0000880431) — Apr 1, 2005
GENAERA CORP (CIK 0000880431)
Date: April 1, 2005 · CIK: 0000880431 · Accession: 0001193125-05-068033
AI Filing Summary & Sentiment
Referenced dates: March 31, 2005
Letter
VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Re: Genaera Corporation Preliminary Proxy Statement on Schedule 14A Filed March 29, 2005 File No. 0-19651
Dear Mr. Riedler:
On behalf of Genaera Corporation (“Genaera”), we respond to the comment raised by you in your letter dated March 31, 2005 to John A. Skolas. We understand that the purpose of the Staff’s review process is to assist in compliance with the applicable disclosure requirements and to enhance the overall disclosure in Genaera’s filings and we appreciate your timely review of, and comment on, Genaera’s Preliminary Proxy Statement on Schedule 14A (the “Proxy”). For your convenience, your comment is reproduced below and is followed by Genaera’s response.
Comment:
Proposal One: Amendment to the Company’s Third Amended and Restated Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock
Please expand the discussion to state whether you have any plan, commitment, arrangement, understanding or agreement, written or oral, regarding the issuance of common stock subsequent to the increase of the authorized shares.
Response:
In response to the Staff’s comment regarding Proposal One of the Proxy, Genaera plans to replace the third full paragraph under Proposal One with the following language:
“At this time, Genaera does not have any plans, commitments, arrangements, understandings or agreements regarding the issuance of
Jeffrey Riedler
Division of Corporation Finance
April 1, 2005
Page 2
common stock subsequent to the increase of the authorized shares. However, Genaera wishes to be in a position to act on opportunities that may require additional issuance, which opportunities could present themselves at any time. The availability of these shares of common stock for issuance, without the delay and expense of obtaining additional stockholder approval, will afford Genaera greater flexibility in acting upon opportunities and transactions, if any, which may arise.”
We believe this additional affirmative disclosure that Genaera does not, at this time, have any plans for the additional authorized shares should adequately address the Staff’s concern.
Genaera would like to be in a position to file its Definitive Proxy Statement on Schedule 14A on April 8, 2005, the ten day period having expired at that time. To that end, we would appreciate an acknowledgement that this proposed language addresses the Staff’s concern at your earliest convenience. If you have any questions or further comments, please feel free to contact the undersigned at 215.994.2229. Thank you for your cooperation and attention to this matter.
Sincerely,
/s/ HEATHER CARMODY
Show Raw Text
CORRESP
1
filename1.htm
SEC Letter dated Friday April 1, 2005
[DECHERT LLP LETTERHEAD]
Heather
Carmody
Direct Tel: (215)
994-2229
Direct Fax: (215)
655-2229
heather.carmody@dechert.com
April 1, 2005
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 3-09
450
Fifth Street, N.W.
Washington, D.C. 20549
ATTN:
Jeffrey Riedler and John Krug
Re:
Genaera Corporation
Preliminary Proxy Statement
on Schedule 14A
Filed March 29, 2005
File No. 0-19651
Dear Mr. Riedler:
On behalf of Genaera Corporation (“Genaera”), we
respond to the comment raised by you in your letter dated March 31, 2005 to John A. Skolas. We understand that the purpose of the Staff’s review process is to assist in compliance with the applicable disclosure requirements and to enhance the
overall disclosure in Genaera’s filings and we appreciate your timely review of, and comment on, Genaera’s Preliminary Proxy Statement on Schedule 14A (the “Proxy”). For your convenience, your comment is reproduced below and is
followed by Genaera’s response.
Comment:
Proposal One: Amendment to the Company’s Third Amended and Restated Certificate
of Incorporation to Increase the Number of Authorized Shares of Common Stock
Please expand the discussion to state whether you have any plan, commitment, arrangement, understanding or agreement, written or oral, regarding the issuance of common stock subsequent to the increase of the authorized shares.
Response:
In response to the Staff’s comment regarding Proposal One of the Proxy,
Genaera plans to replace the third full paragraph under Proposal One with the following language:
“At this time, Genaera does not have any plans, commitments, arrangements, understandings or agreements regarding the issuance of
Jeffrey Riedler
Division of Corporation Finance
April 1, 2005
Page 2
common stock subsequent to the increase of the authorized shares. However, Genaera wishes to be in a position to act on opportunities that may require
additional issuance, which opportunities could present themselves at any time. The availability of these shares of common stock for issuance, without the delay and expense of obtaining additional stockholder approval, will afford Genaera greater
flexibility in acting upon opportunities and transactions, if any, which may arise.”
We believe this additional affirmative disclosure that Genaera does not, at this time, have any plans for the additional authorized shares should adequately address the Staff’s concern.
Genaera would like to be in a position to file its Definitive Proxy Statement
on Schedule 14A on April 8, 2005, the ten day period having expired at that time. To that end, we would appreciate an acknowledgement that this proposed language addresses the Staff’s concern at your earliest convenience. If you have any
questions or further comments, please feel free to contact the undersigned at 215.994.2229. Thank you for your cooperation and attention to this matter.
Sincerely,
/s/ HEATHER CARMODY
Heather Carmody
cc:
John A. Skolas