SEC Comment Letter for SPATIALIGHT INC (CIK 0000881468) — Dec 15, 2005
SPATIALIGHT INC (CIK 0000881468)
Date: Dec. 15, 2005 · CIK: 0000881468 · Accession: 0000000000-05-062534
AI Filing Summary & Sentiment
File numbers found in text: 333-122391, 333-122392
Referenced dates: December 6, 2005
Letter
Mail Stop 6010 December 15, 2005 Robert A. Olins Chief Executive Officer SpatiaLight, Inc. Five Hamilton Landing, Suite 100 Novato, California 94949
Re: SpatiaLight, Inc. Post Effective Amendments No. 2 to Registration Statements on Form S-3 Filed December 6, 2005 File Nos. 333-122391 and 333-122392
Dear Mr. Olins:
We have reviewed your letters dated December 6, 2005 and December 9, 2005 and related filings and have the following comments. Where indicated, we think you should revise your filings in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments.
1. Please revise your withdrawal requests to state whether any securities were sold in connection with the post-effective amendments you seek to withdraw. See Rule 477(c).
Post-Effective Amendments to Forms S-3 (File Nos. 333-122391 and 333- 122392)
2. We note the sales under the registration statement, like those mentioned in your response to comment 3. Please provide an analysis of your potential liability under Section 11 of the Securities Act related to those sales and the materiality of that potential liability.
3. We note your added statements regarding the audit committee`s conclusions. Such additional disclosure provided in a post- effective amendment should be included in a complete prospectus filed with the amendment. Your post-effective amendment should be complete and updated, including the current version of required undertakings.
Form 10-Q for the Quarterly Period ended June 30, 2005
4. We note your response to comment 7; however, pending amendments to material agreements do not alter the need to have properly filed the agreement. Please refile the exhibit and any other exhibits necessary to comply with the requirements of Regulation S-K Item 601.
* * *
As appropriate, please amend your registration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
You may contact Julie Sherman at (202) 551-3640, or Martin James, Senior Assistant Chief Accountant, at (202) 551-3671, if you have questions regarding our comments on the financial statements and related matters. Please contact Donald C. Hunt at (202) 551-3647 or me at (202) 551-3617 with questions regarding our comments on any other part of your filings.
Sincerely,
Russell Mancuso
Branch Chief
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<TEXT>
Mail Stop 6010
December 15, 2005
Robert A. Olins
Chief Executive Officer
SpatiaLight, Inc.
Five Hamilton Landing, Suite 100
Novato, California 94949
Re: SpatiaLight, Inc.
Post Effective Amendments No. 2 to
Registration Statements on Form S-3
Filed December 6, 2005
File Nos. 333-122391 and 333-122392
Dear Mr. Olins:
We have reviewed your letters dated December 6, 2005 and
December 9, 2005 and related filings and have the following
comments.
Where indicated, we think you should revise your filings in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
1. Please revise your withdrawal requests to state whether any
securities were sold in connection with the post-effective
amendments
you seek to withdraw. See Rule 477(c).
Post-Effective Amendments to Forms S-3 (File Nos. 333-122391 and
333-
122392)
2. We note the sales under the registration statement, like those
mentioned in your response to comment 3. Please provide an
analysis
of your potential liability under Section 11 of the Securities Act
related to those sales and the materiality of that potential
liability.
3. We note your added statements regarding the audit committee`s
conclusions. Such additional disclosure provided in a post-
effective
amendment should be included in a complete prospectus filed with
the
amendment. Your post-effective amendment should be complete and
updated, including the current version of required undertakings.
Form 10-Q for the Quarterly Period ended June 30, 2005
4. We note your response to comment 7; however, pending amendments
to
material agreements do not alter the need to have properly filed
the
agreement. Please refile the exhibit and any other exhibits
necessary to comply with the requirements of Regulation S-K Item
601.
* * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
You may contact Julie Sherman at (202) 551-3640, or Martin
James, Senior Assistant Chief Accountant, at (202) 551-3671, if
you
have questions regarding our comments on the financial statements
and
related matters. Please contact Donald C. Hunt at (202) 551-3647
or
me at (202) 551-3617 with questions regarding our comments on any
other part of your filings.
Sincerely,
Russell Mancuso
Branch Chief
cc (via fax): Melvin Katz, Esq. - Bryan Cave LLP
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Robert A. Olins
SpatiaLight, Inc.
December 15, 2005
Page 1
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