SEC Comment Letter for E DIGITAL CORP (CIK 0000886328) — Feb 2, 2005
E DIGITAL CORP (CIK 0000886328)
Date: Feb. 2, 2005 · CIK: 0000886328 · Accession: 0000000000-05-005300
AI Filing Summary & Sentiment
File numbers found in text: 333-121546
Letter
February 1, 2005 Mail Stop 03-06 Atul Anandpura Chief Executive Officer E.Digital Corporation 13114 Evening Creek Drive South San Diego, California 92128
Re: E.Digital Corporation Registration Statement on Form S-3 Supplemental Letter submitted January 25, 2005 File No. 333-121546
Dear Mr. Anandpura:
We have reviewed your response to our January 7, 2005 comment. Please note that General Instruction I.B.4(a)(3) applies to the primary offering of shares issuable upon conversion, but may not be relied upon to register the resale of shares issuable following conversion. For guidance, please refer to SEC Release No. 33-6331 (August 18, 1981) at III.A.1(b)(iv).
In addition, we note your proposal to register a primary transaction. However, since it appears that you have already begun to offer the securities to be issued upon conversion and exercise of the outstanding securities, it is inappropriate to convert that private offering to a registered offering.
If you have any questions, please call Eduardo Aleman at (202) 824-5661.
Sincerely,
Russell Mancuso
Branch Chief
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<DOCUMENT> <TYPE>LETTER <SEQUENCE>1 <FILENAME>filename1.txt <TEXT> February 1, 2005 Mail Stop 03-06 Atul Anandpura Chief Executive Officer E.Digital Corporation 13114 Evening Creek Drive South San Diego, California 92128 Re: E.Digital Corporation Registration Statement on Form S-3 Supplemental Letter submitted January 25, 2005 File No. 333-121546 Dear Mr. Anandpura: We have reviewed your response to our January 7, 2005 comment. Please note that General Instruction I.B.4(a)(3) applies to the primary offering of shares issuable upon conversion, but may not be relied upon to register the resale of shares issuable following conversion. For guidance, please refer to SEC Release No. 33-6331 (August 18, 1981) at III.A.1(b)(iv). In addition, we note your proposal to register a primary transaction. However, since it appears that you have already begun to offer the securities to be issued upon conversion and exercise of the outstanding securities, it is inappropriate to convert that private offering to a registered offering. If you have any questions, please call Eduardo Aleman at (202) 824-5661. Sincerely, Russell Mancuso Branch Chief cc (via facsimile): Curt C. Barwick, Esq. ?? ?? ?? ?? Atul Anandpura December 30, 2004 Page 1 of 2 </TEXT> </DOCUMENT>