SEC Company Response from RAMP CORP (CIK 0000890784) — Sep 24, 2004
RAMP CORP (CIK 0000890784)
Date: Sept. 24, 2004 · CIK: 0000890784 · Accession: 0000910680-04-001007
AI Filing Summary & Sentiment
File numbers found in text: 333-118457
Referenced dates: September 15, 2004
Letter
September 24, 2004 VIA EDGAR AND OVERNIGHT COURIER Ms. Barbara C. Jacobs Assistant Director Securities and Exchange Commission Division of Corporate Finance Mail Stop 4-6 450 Fifth Street, N.W. Washington, D.C. 20549
Re: Ramp Corporation Form S-3 filed August 20, 2004 Registration Statement No. 333-118457 -------------------------------------
Dear Ms. Jacobs:
We have reviewed your comment letter dated September 15, 2004, sent to Ramp Corporation (the "Company"). On behalf of the Company and based upon the Company's representations to us, we hereby respond to each comment set forth in your comment letter. The numbered paragraphs in this letter correspond to the consecutively numbered paragraphs in the comment letter.
Form S-3 --------
1. As discussed with the Staff, the letter of intent entered into on April 22, 2004 to acquire substantially all of the electronic medical record software business operated by Berdy Medical Systems, Inc. ("Berdy") is subject to the satisfaction of customary closing conditions, including the negotiation and execution of a definitive purchase agreement. To date, no definitive purchase agreement has been executed by the parties and there is no assurance that such
<PAGE>
Jenkens & Gilchrist Parker Chapin LLP
Ms. Barbara C. Jacobs Assistant Director Securities and Exchange Commission September 24, 2004 Page 2
transaction will be consummated. We have revised the disclosure under the "Recent Developments" section on page 6 of the prospectus (which forms a part of the Amendment No. 1 to the Registration Statement on Form S-3, no. 333-118457 (the "Registration Statement")) to clearly indicate that the purchase agreement has not been and may not be executed and that no assurance can be given that a definitive purchase agreement will be entered into on terms satisfactory to the Company, or that such transaction will be consummated. As a result, under Rule 3-05(a)(1)(i) of Regulation S-X, the closing of the transaction is not "probable" and financial statements or pro forma financial information are not required to be filed with the Commission.
For the Staff's information, although the closing of the transaction is not "probable", for purposes of potential disclosure requirements on Form 8-K, the Company has performed an analysis on its financial statements in comparison to the financial statements of Berdy to determine if Berdy meets any of the "significant subsidiary" tests under Rule 1-02(w) of Regulation S-X. As a result of the Company's analysis, under Rule 3-05(b)(2)(i), no financial statements or pro forma financial information of Berdy would be required to be filed if the acquisition is consummated.
The amendment to the Registration Statement was previously filed with the Commission on September 24, 2004.
Legal Matters, page 27 ----------------------
2. As requested by the Staff and in accordance with Item 509 of Regulation S-K, the Company has revised the disclosure regarding the issuance of 4,000,000 shares of common stock of the Company to Martin Eric Weisberg, Esq., for the benefit of Jenkens & Gilchrist Parker Chapin LLP, for services provided to the Company, and included such revised disclosure on page 18 of the "Description of the Transactions" section of the prospectus and on page 29 under a revised section heading of the prospectus entitled "Legal Matters/Interests of Counsel".
Conclusion ----------
The Company believes that the amended Registration Statement, together with the Company's statements set forth in this letter, satisfy all of the comments set forth in your letter. As discussed with the Staff, the Company has revised the disclosure in the prospectus forming a part of the Registration Statement to specifically incorporate the Company's Current Reports on Form 8-K filed with the Commission on September 13, 2004 and September 17, 2004, respectively, and has revised the disclosure in the prospectus accordingly.
As discussed with the Staff, request is hereby made for acceleration of the effectiveness of the above-referenced Registration Statement under the Securities Act of 1933, as amended, of the Company to Monday, September 27, 2004 at 5:00 p.m., or as soon thereafter as practicable.
<PAGE>
Jenkens & Gilchrist Parker Chapin LLP
Ms. Barbara C. Jacobs Assistant Director Securities and Exchange Commission September 24, 2004 Page 3
In connection with the Company's request for acceleration of the Registration Statement, the Company hereby acknowledges that:
o should the Commission or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the filing;
o the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and
o the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please feel free to call me at (212) 704-6050 if you have any questions or if you require further information.
Very truly yours,
/s/ Martin Eric Weisberg
Martin Eric Weisberg
Show Raw Text
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Jenkens & Gilchrist Parker Chapin LLP
AUSTIN, TEXAS
THE CHRYSLER BUILDING (512) 499-3800
405 LEXINGTON AVENUE CHICAGO, ILLINOIS
NEW YORK, NEW YORK 10174 (312) 425-3900
DALLAS, TEXAS
Martin Eric Weisberg (212) 704-6000 (214) 855-4500
(212) 704-704-6050 FACSIMILE (212) 704-6288 HOUSTON, TEXAS
mweisberg@jenkens.com (713) 951-3300
www.jenkens.com LOS ANGELES, CALIFORNIA
(310) 820-8800
PASADENA, CALIFORNIA
(626) 578-7400
SAN ANTONIO, TEXAS
(210) 246-5000
WASHINGTON, D.C.
(202) 326-1500
September 24, 2004
VIA EDGAR AND OVERNIGHT COURIER
Ms. Barbara C. Jacobs
Assistant Director
Securities and Exchange Commission
Division of Corporate Finance
Mail Stop 4-6
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Ramp Corporation
Form S-3 filed August 20, 2004
Registration Statement No. 333-118457
-------------------------------------
Dear Ms. Jacobs:
We have reviewed your comment letter dated September 15, 2004, sent to
Ramp Corporation (the "Company"). On behalf of the Company and based upon the
Company's representations to us, we hereby respond to each comment set forth in
your comment letter. The numbered paragraphs in this letter correspond to the
consecutively numbered paragraphs in the comment letter.
Form S-3
--------
1. As discussed with the Staff, the letter of intent entered into on
April 22, 2004 to acquire substantially all of the electronic medical record
software business operated by Berdy Medical Systems, Inc. ("Berdy") is subject
to the satisfaction of customary closing conditions, including the negotiation
and execution of a definitive purchase agreement. To date, no definitive
purchase agreement has been executed by the parties and there is no assurance
that such
<PAGE>
Jenkens & Gilchrist Parker Chapin LLP
Ms. Barbara C. Jacobs
Assistant Director
Securities and Exchange Commission
September 24, 2004
Page 2
transaction will be consummated. We have revised the disclosure under the
"Recent Developments" section on page 6 of the prospectus (which forms a part of
the Amendment No. 1 to the Registration Statement on Form S-3, no. 333-118457
(the "Registration Statement")) to clearly indicate that the purchase agreement
has not been and may not be executed and that no assurance can be given that a
definitive purchase agreement will be entered into on terms satisfactory to the
Company, or that such transaction will be consummated. As a result, under Rule
3-05(a)(1)(i) of Regulation S-X, the closing of the transaction is not
"probable" and financial statements or pro forma financial information are not
required to be filed with the Commission.
For the Staff's information, although the closing of the transaction is not
"probable", for purposes of potential disclosure requirements on Form 8-K, the
Company has performed an analysis on its financial statements in comparison to
the financial statements of Berdy to determine if Berdy meets any of the
"significant subsidiary" tests under Rule 1-02(w) of Regulation S-X. As a result
of the Company's analysis, under Rule 3-05(b)(2)(i), no financial statements or
pro forma financial information of Berdy would be required to be filed if the
acquisition is consummated.
The amendment to the Registration Statement was previously filed with the
Commission on September 24, 2004.
Legal Matters, page 27
----------------------
2. As requested by the Staff and in accordance with Item 509 of Regulation S-K,
the Company has revised the disclosure regarding the issuance of 4,000,000
shares of common stock of the Company to Martin Eric Weisberg, Esq., for the
benefit of Jenkens & Gilchrist Parker Chapin LLP, for services provided to the
Company, and included such revised disclosure on page 18 of the "Description of
the Transactions" section of the prospectus and on page 29 under a revised
section heading of the prospectus entitled "Legal Matters/Interests of Counsel".
Conclusion
----------
The Company believes that the amended Registration Statement, together
with the Company's statements set forth in this letter, satisfy all of the
comments set forth in your letter. As discussed with the Staff, the Company has
revised the disclosure in the prospectus forming a part of the Registration
Statement to specifically incorporate the Company's Current Reports on Form 8-K
filed with the Commission on September 13, 2004 and September 17, 2004,
respectively, and has revised the disclosure in the prospectus accordingly.
As discussed with the Staff, request is hereby made for acceleration of
the effectiveness of the above-referenced Registration Statement under the
Securities Act of 1933, as amended, of the Company to Monday, September 27, 2004
at 5:00 p.m., or as soon thereafter as practicable.
<PAGE>
Jenkens & Gilchrist Parker Chapin LLP
Ms. Barbara C. Jacobs
Assistant Director
Securities and Exchange Commission
September 24, 2004
Page 3
In connection with the Company's request for acceleration of the
Registration Statement, the Company hereby acknowledges that:
o should the Commission or the Staff, acting pursuant to
delegated authority, declare the Registration Statement
effective, it does not foreclose the Commission from taking
any action with respect to the filing;
o the action of the Commission or the Staff, acting pursuant to
delegated authority, in declaring the Registration Statement
effective, does not relieve the Company from its full
responsibility for the adequacy and accuracy of the disclosure
in the Registration Statement; and
o the Company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
Please feel free to call me at (212) 704-6050 if you have any questions
or if you require further information.
Very truly yours,
/s/ Martin Eric Weisberg
Martin Eric Weisberg
cc: Tangela Richter, Esq.
Mr. Andrew Brown
Mr. Hank Clark
Mr. Jeffrey Thomson
Stephen G. Cordaro, Esq.
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