SEC Comment Letter for E DIGITAL CORP (CIK 0000886328) — Feb 15, 2005
E DIGITAL CORP (CIK 0000886328)
Date: Feb. 15, 2005 · CIK: 0000886328 · Accession: 0000000000-05-007446
AI Filing Summary & Sentiment
File numbers found in text: 333-121546
Letter
February 15, 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 Amendment No. 1 on Form S-2 to Form S-3 Filed February 14, 2005 File No. 333-121546
Dear Mr. Anandpura:
We note that, in response to our February 1, 2005 comment, you have filed on Form S-2. However, Form S-2 does not permit forward incorporation by reference. Please revise contrary disclosure like on page 15.
Notwithstanding our comments, in the event the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
? 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;
* 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
* the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in connection with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the registration statement as a confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement. Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date.
If you have any questions, please call Eduardo Aleman at (202) 824-5661, or me at (202) 824-5697.
Sincerely,
Russell Mancuso
Branch Chief
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February 15, 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
Amendment No. 1 on Form S-2 to Form S-3
Filed February 14, 2005
File No. 333-121546
Dear Mr. Anandpura:
We note that, in response to our February 1, 2005 comment,
you
have filed on Form S-2. However, Form S-2 does not permit forward
incorporation by reference. Please revise contrary disclosure
like
on page 15.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
? 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;
* 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
* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
If you have any questions, please call Eduardo Aleman at
(202)
824-5661, or me at (202) 824-5697.
Sincerely,
Russell Mancuso
Branch Chief
cc (via facsimile): Curt C. Barwick, Esq.
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Atul Anandpura
E.Digital Corporation
February 15, 2005
Page 1
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