SEC Company Response from RAMP CORP (CIK 0000890784) — Mar 16, 2005
RAMP CORP (CIK 0000890784)
Date: March 16, 2005 · CIK: 0000890784 · Accession: 0000910680-05-000209
AI Filing Summary & Sentiment
Letter
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 Definitive Proxy Statement filed on Tuesday, March 15, 2005, File No. 0-15805 ------------------------------------------
Dear Mr. Shuman:
In response to Staff comments to the Revised Preliminary Proxy Statement (the "Revised Preliminary Proxy Statement") of Ramp Corporation (the "Company"), filed with the Commission via EDGAR on Tuesday, March 8, 2005, we hereby supplement our response to oral comments received by the Staff on Monday, March 14, 2005. The numbered paragraphs in this letter correspond to the consecutively numbered paragraphs in the comment letter.
Proposal 3: Convertible Debentures, Common Stock Purchase Warrants and ---------------------------------------------------------------------- Additional Investment Rights ----------------------------
3. As requested by the Staff, the Company has amended the disclosure in Proposal 3 of the Revised Preliminary Proxy Statement and, as discussed with the Staff, filed a Definitive Proxy Statement with the Commission to amend the disclosure regarding the Company's determination not to seek stockholder approval of the Equity Line Financing via EDGAR on March 15, 2005 (the "Definitive Proxy Statement").
<PAGE>
Mark P. Shuman, Esq. Branch Chief - Legal Securities and Exchange Commission March 16, 2005
Conclusion
In connection with the Company's filing of the Definitive Proxy Statement, the Company hereby acknowledges that (i) it is responsible for the adequacy and accuracy of the disclosure in the Definitive Proxy Statement, (ii) Staff comments to the Definitive Proxy Statement or changes to disclosure to the Definitive Proxy Statement in response to Staff comments, do not foreclose the Commission from taking any action with respect to the Definitive 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
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Jenkens & Gilchrist Parker Chapin LLP
THE CHRYSLER BUILDING AUSTIN, TEXAS
405 LEXINGTON AVENUE (512) 499-3800
NEW YORK, NEW YORK 10174
CHICAGO, ILLINOIS
(312) 425-3900
(212) 704-6000 DALLAS, TEXAS
FACSIMILE (212) 704-6288 (214) 855-4500
HOUSTON, TEXAS
Martin Eric Weisberg www.jenkens.com (713) 951-3300
(212) 704-6050
mweisberg@jenkens.com LOS ANGELES, CALIFORNIA
(310) 820-8800
SAN ANTONIO, TEXAS
(210) 246-5000
WASHINGTON, D.C.
(202) 326-1500
March 16, 2005
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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
Definitive Proxy Statement filed on
Tuesday, March 15, 2005, File No. 0-15805
------------------------------------------
Dear Mr. Shuman:
In response to Staff comments to the Revised Preliminary Proxy
Statement (the "Revised Preliminary Proxy Statement") of Ramp Corporation (the
"Company"), filed with the Commission via EDGAR on Tuesday, March 8, 2005, we
hereby supplement our response to oral comments received by the Staff on Monday,
March 14, 2005. The numbered paragraphs in this letter correspond to the
consecutively numbered paragraphs in the comment letter.
Proposal 3: Convertible Debentures, Common Stock Purchase Warrants and
----------------------------------------------------------------------
Additional Investment Rights
----------------------------
3. As requested by the Staff, the Company has amended the disclosure in Proposal
3 of the Revised Preliminary Proxy Statement and, as discussed with the Staff,
filed a Definitive Proxy Statement with the Commission to amend the disclosure
regarding the Company's determination not to seek stockholder approval of the
Equity Line Financing via EDGAR on March 15, 2005 (the "Definitive Proxy
Statement").
<PAGE>
Mark P. Shuman, Esq.
Branch Chief - Legal
Securities and Exchange Commission
March 16, 2005
Conclusion
In connection with the Company's filing of the Definitive Proxy
Statement, the Company hereby acknowledges that (i) it is responsible for the
adequacy and accuracy of the disclosure in the Definitive Proxy Statement, (ii)
Staff comments to the Definitive Proxy Statement or changes to disclosure to the
Definitive Proxy Statement in response to Staff comments, do not foreclose the
Commission from taking any action with respect to the Definitive 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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