SEC Company Response from RAMP CORP (CIK 0000890784) — Mar 8, 2005
RAMP CORP (CIK 0000890784)
Date: March 8, 2005 · CIK: 0000890784 · Accession: 0000910680-05-000182
AI Filing Summary & Sentiment
Referenced dates: February 10, 2005
Letter
March 8, 2005 VIA EDGAR CORRESPONDENCE AND FACSIMILE -------------------------------------- Mark P. Shuman, Esq. Branch Chief - Legal Securities and Exchange Commission Division of Corporate Finance Mail Stop 4-6 450 Fifth Street, N.W. Washington, D.C. 20549
Re: Ramp Corporation Preliminary Proxy Statement filed on February 1, 2005, File No. 0-15805 -------------------------------------------------------
Dear Mr. Shuman:
We have reviewed your comment letter dated February 10, 2005, to the Preliminary Proxy Statement (the "Preliminary Proxy Statement") of Ramp Corporation (the "Company"), filed on February 1, 2005. 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.
PROPOSALS 1-4: PRIVATE PLACEMENT TRANSACTIONS AND EQUITY LINE FINANCING -----------------------------------------------------------------------
1. As requested by the Staff, the Company has amended the disclosure for each of Proposals 1 through 3 of the revised Preliminary Proxy Statement of the Company filed by the Company with the Commission via EDGAR on Tuesday, March 8, 2005 (the "Revised Preliminary Proxy Statement") to quantify the potential dilutive effect to the Company's stockholders of each of the private placement transactions individually, as well as in the aggregate. Specifically, the Company has set forth the percentage dilution and potential percentage dilution for each of the private placement transactions individually, as well as in the aggregate. For the Staff's
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Jenkens & Gilchrist Parker Chapin LLP
Mark P. Shuman, Esq. Branch Chief - Legal Securities and Exchange Commission March 8, 2005 Page 2
information and as set forth in our response to Item 4 below, the proposal to stockholders to approve the Equity Line Financing has been eliminated from the Revised Preliminary Proxy Statement.
2. As requested by the Staff, the Company has amended the disclosure for each of Proposals 2 and 3 to the Revised Preliminary Proxy Statement to provide a sensitivity analysis in tabular format which illustrates the extent of the potential dilution and the impact of changing market prices of the Company's common stock on dilution by setting forth the number of shares of common stock issuable by the Company under each proposal based on varying market price declines from the current market price of the Company's common stock, or $1.80, $1.20 and $0.60 cents per share. For the Staff's information, a sensitivity table has not been included for Proposal 1 since all shares of common stock required to be issued under the private placement transactions have been issued and there is no further potential dilution as a result of these private placement transactions.
PROPOSAL 3: CONVERTIBLE DEBENTURES, COMMON STOCK PURCHASE WARRANTS AND -------------------------------------------------------------------------------- ADDITIONAL INVESTMENT RIGHTS ----------------------------
3. For the Staff's information, there are no restrictions on short sales by the investors in the January 2005 Private Placement set forth in Proposal 3 of the Revised Preliminary Proxy Statement. As requested by the Staff, the Company has amended the disclosure on the Revised Preliminary Proxy Statement relating to the adverse effects of short selling by the investors in the January 2005 Private Placement and how holders of those market-sensitive securities could potentially benefit from short sales and declines in market prices. For the Staff's information, there are no restrictions on short sales by the investors in the December 2004 Private Placement set forth in Proposal 2 of the Revised Preliminary Proxy Statement. As requested by the Staff, the Company has amended the disclosure on the Revised Preliminary Proxy Statement relating to the adverse effects of short selling by the investors in the December 2004 Private Placement and how holders of those market-sensitive securities could potentially benefit from short sales and declines in market prices.
PROPOSAL 4: SALE AND ISSUANCE OF COMMON STOCK IN CONNECTION WITH THE JANUARY -------------------------------------------------------------------------------- 2005 EQUITY LINE FINANCING OF UP TO $25,000,000 -----------------------------------------------
4. For the Staff's information and in accordance with prior discussions with the Staff, the Company has determined not to seek stockholder approval of Proposal 4 relating to the Equity Line Financing and has removed the disclosure relating to approval of the Equity Line Financing from the Revised Preliminary Proxy Statement. As requested by the Staff, the Company has amended the disclosure in Proposal 3 of the Revised Preliminary Proxy Statement to disclose the Company's determination not to seek stockholder approval of the Equity Line Financing.
<PAGE>
Jenkens & Gilchrist Parker Chapin LLP
Mark P. Shuman, Esq. Branch Chief - Legal Securities and Exchange Commission March 8, 2005 Page 3
PROPOSAL 5: REPLENISH SHARES UNDER THE 2005 STOCK INCENTIVE PLAN ----------------------------------------------------------------
5. As requested by the Staff, the Company has revised the disclosure in Proposal 4 of the Revised Preliminary Proxy Statement to include a New Plan Benefits table and all other applicable information required by Item 10 of Schedule 14A with respect to any current plans, commitments or arrangement to issue shares of common stock under the Company's 2005 Stock Incentive Plan.
CONCLUSION
If the changes made in response to Staff comments are acceptable to the Staff, we respectfully request that the Company be allowed to file a definitive proxy statement with the Commission with respect to the special meeting of stockholders of the Company.
In connection with the Company's request, the Company hereby acknowledges that (i) it is responsible for the adequacy and accuracy of the disclosure in the Proxy Statement, (ii) Staff comments to the Proxy Statement or changes to disclosure to the Proxy Statement in response to Staff comments, do not foreclose the Commission from taking any action with respect to the Proxy Statement, and (iii) the Company may not assert Staff comments 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 or my colleague, Stephen G. Cordaro at (212) 704-6073 if you have any questions or if you require further information.
Very truly yours,
/s/ Martin Eric Weisberg
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Jenkens & Gilchrist Parker Chapin LLP
THE CHRYSLER BUILDING
405 LEXINGTON AVENUE AUSTIN, TEXAS
NEW YORK, NEW YORK 10174 (512) 499-3800
CHICAGO, ILLINOIS
(212) 704-6000 (312) 425-3900
FACSIMILE (212) 704-6288 DALLAS, TEXAS
(214) 855-4500
www.jenkens.com HOUSTON, TEXAS
(713) 951-3300
Martin Eric Weisberg LOS ANGELES, CALIFORNIA
(212) 704-6050 (310) 820-8800
mweisberg@jenkens.com SAN ANTONIO, TEXAS
(210) 246-5000
WASHINGTON, D.C.
(202) 326-1500
March 8, 2005
VIA EDGAR CORRESPONDENCE AND FACSIMILE
--------------------------------------
Mark P. Shuman, Esq.
Branch Chief - Legal
Securities and Exchange Commission
Division of Corporate Finance
Mail Stop 4-6
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Ramp Corporation
Preliminary Proxy Statement filed on February 1, 2005,
File No. 0-15805
-------------------------------------------------------
Dear Mr. Shuman:
We have reviewed your comment letter dated February 10, 2005, to the
Preliminary Proxy Statement (the "Preliminary Proxy Statement") of Ramp
Corporation (the "Company"), filed on February 1, 2005. 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.
PROPOSALS 1-4: PRIVATE PLACEMENT TRANSACTIONS AND EQUITY LINE FINANCING
-----------------------------------------------------------------------
1. As requested by the Staff, the Company has amended the disclosure for each of
Proposals 1 through 3 of the revised Preliminary Proxy Statement of the Company
filed by the Company with the Commission via EDGAR on Tuesday, March 8, 2005
(the "Revised Preliminary Proxy Statement") to quantify the potential dilutive
effect to the Company's stockholders of each of the private placement
transactions individually, as well as in the aggregate. Specifically, the
Company has set forth the percentage dilution and potential percentage dilution
for each of the private placement transactions individually, as well as in the
aggregate. For the Staff's
<PAGE>
Jenkens & Gilchrist Parker Chapin LLP
Mark P. Shuman, Esq.
Branch Chief - Legal
Securities and Exchange Commission
March 8, 2005
Page 2
information and as set forth in our response to Item 4 below, the proposal to
stockholders to approve the Equity Line Financing has been eliminated from the
Revised Preliminary Proxy Statement.
2. As requested by the Staff, the Company has amended the disclosure for each of
Proposals 2 and 3 to the Revised Preliminary Proxy Statement to provide a
sensitivity analysis in tabular format which illustrates the extent of the
potential dilution and the impact of changing market prices of the Company's
common stock on dilution by setting forth the number of shares of common stock
issuable by the Company under each proposal based on varying market price
declines from the current market price of the Company's common stock, or $1.80,
$1.20 and $0.60 cents per share. For the Staff's information, a sensitivity
table has not been included for Proposal 1 since all shares of common stock
required to be issued under the private placement transactions have been issued
and there is no further potential dilution as a result of these private
placement transactions.
PROPOSAL 3: CONVERTIBLE DEBENTURES, COMMON STOCK PURCHASE WARRANTS AND
--------------------------------------------------------------------------------
ADDITIONAL INVESTMENT RIGHTS
----------------------------
3. For the Staff's information, there are no restrictions on short sales by the
investors in the January 2005 Private Placement set forth in Proposal 3 of the
Revised Preliminary Proxy Statement. As requested by the Staff, the Company has
amended the disclosure on the Revised Preliminary Proxy Statement relating to
the adverse effects of short selling by the investors in the January 2005
Private Placement and how holders of those market-sensitive securities could
potentially benefit from short sales and declines in market prices. For the
Staff's information, there are no restrictions on short sales by the investors
in the December 2004 Private Placement set forth in Proposal 2 of the Revised
Preliminary Proxy Statement. As requested by the Staff, the Company has amended
the disclosure on the Revised Preliminary Proxy Statement relating to the
adverse effects of short selling by the investors in the December 2004 Private
Placement and how holders of those market-sensitive securities could potentially
benefit from short sales and declines in market prices.
PROPOSAL 4: SALE AND ISSUANCE OF COMMON STOCK IN CONNECTION WITH THE JANUARY
--------------------------------------------------------------------------------
2005 EQUITY LINE FINANCING OF UP TO $25,000,000
-----------------------------------------------
4. For the Staff's information and in accordance with prior discussions with the
Staff, the Company has determined not to seek stockholder approval of Proposal 4
relating to the Equity Line Financing and has removed the disclosure relating to
approval of the Equity Line Financing from the Revised Preliminary Proxy
Statement. As requested by the Staff, the Company has amended the disclosure in
Proposal 3 of the Revised Preliminary Proxy Statement to disclose the Company's
determination not to seek stockholder approval of the Equity Line Financing.
<PAGE>
Jenkens & Gilchrist Parker Chapin LLP
Mark P. Shuman, Esq.
Branch Chief - Legal
Securities and Exchange Commission
March 8, 2005
Page 3
PROPOSAL 5: REPLENISH SHARES UNDER THE 2005 STOCK INCENTIVE PLAN
----------------------------------------------------------------
5. As requested by the Staff, the Company has revised the disclosure in Proposal
4 of the Revised Preliminary Proxy Statement to include a New Plan Benefits
table and all other applicable information required by Item 10 of Schedule 14A
with respect to any current plans, commitments or arrangement to issue shares of
common stock under the Company's 2005 Stock Incentive Plan.
CONCLUSION
If the changes made in response to Staff comments are acceptable to the
Staff, we respectfully request that the Company be allowed to file a definitive
proxy statement with the Commission with respect to the special meeting of
stockholders of the Company.
In connection with the Company's request, the Company hereby
acknowledges that (i) it is responsible for the adequacy and accuracy of the
disclosure in the Proxy Statement, (ii) Staff comments to the Proxy Statement or
changes to disclosure to the Proxy Statement in response to Staff comments, do
not foreclose the Commission from taking any action with respect to the Proxy
Statement, and (iii) the Company may not assert Staff comments 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 or my colleague, Stephen
G. Cordaro at (212) 704-6073 if you have any questions or if you require further
information.
Very truly yours,
/s/ Martin Eric Weisberg
Martin Eric Weisberg
cc: Ms. Maryse Mills-Apenteng
Mr. Andrew Brown
Stephen G. Cordaro, Esq.
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