SEC Company Response from ATTUNITY LTD (CIK 0000893821) — Sep 19, 2005
ATTUNITY LTD (CIK 0000893821)
Date: Sept. 19, 2005 · CIK: 0000893821 · Accession: 0001178913-05-001333
AI Filing Summary & Sentiment
File numbers found in text: 333-119157, 333-122937
Referenced dates: MARCH 24, 2005
Letter
VIA EDGAR Ms. Barbara C. Jacobs Assistant Director Division of Corporation Finance Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 AMENDMENT NO.1 TO FORM F-3 FILED APRIL 20, 2005 FILE NO. 333-122937 FORM 20-F ANNUAL REPORT FOR FISCAL YEAR ENDED DECEMBER 31, 2004 FILED ON JUNE 30, 2005 FILE NO. 0-20892
Re: ATTUNITY LTD AMENDMENT NO. 4 TO FORM F-3 FILED APRIL 20, 2005 FILE NO. 333-119157
Dear Ms. Jacobs:
On behalf of our client, Attunity Ltd (the "Company"), we are submitting this letter in response to the written comments of the Staff of the Securities and Exchange Commission (the "Commission"), in a letter to Mr. Ofer Segev, Chief Financial Officer of the Company, dated September 16, 2005 (the "Comment Letter"). The Comment Letter relates to Amendment No. 4 to the Company's Registration Statement on Form F-3 filed with the Commission on April 20, 2005, Amendment No. 1 to the Company's Registration on Form F-3 filed with the Commission on April 20, 2005 and the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2004 filed with the Commission on June 30, 2005.
Pursuant to Rule 472 under the Securities Act of 1933, we are simultaneously filing pre-effective amendments to the above-mentioned Registration Statements amending the Registration Statements' disclosure as requested in the Comment Letter. We have repeated your numbered comments below and have provided a response to each comment.
<PAGE>
FORM F-3/A, FILE NO. 333-119157 FORM F-3, FILE NO. 333-122937 CERTAIN INFORMATION BY REFERENCE
1. REVISE EACH PROSPECTUS TO INCORPORATE BY REFERENCE YOUR FORM 20-F FOR FISCAL YEAR ENDED DECEMBER 31, 2004. FURTHER, YOU MAY WANT TO INCORPORATE BY REFERENCE ANY FORM 6-K MEETING THE REQUIREMENTS OF FORM F-3. SEE ITEM 6C OF FORM F-3.
The Company has revised each prospectus to include a reference to its Annual Report on Form 20-F for the fiscal year ended December 31, 2004 and to incorporate additional filings on Form 6-K.
SELLING SHAREHOLDERS
2. PLEASE REVISE TO UPDATE YOUR PROSPECTUSES TO INCLUDE ANY CHANGES, IF APPLICABLE, TO YOUR SELLING SHAREHOLDER DISCLOSURE.
The selling shareholder disclosure has been updated where required.
EXHIBIT 5.1
3. WE NOTE YOUR OPINIONS OF COUNSEL ARE DATED NOVEMBER 18, 2004 FOR FILE NO. 333-119157 AND FEBRUARY 22, 2005 FOR FILE NO. 333-122937. PLEASE FILE UPDATED LEGAL OPINIONS FOR EACH REGISTRATION STATEMENT.
An updated legal opinion has been filed for each registration statement.
EXHIBIT 23.1
4. REVISE TO INCLUDE CURRENTLY DATED CONSENTS FROM YOUR INDEPENDENT ACCOUNTANTS.
A currently dated consent has been included in each registration statement.
FORM 20-F FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004 ITEM 15. CONTROLS AND PROCEDURES, PAGE 70
5. PURSUANT TO OUR COMMENTS ISSUED IN OUR LETTER DATED MARCH 24, 2005, WE ASKED YOU TO REVISE YOUR CONTROLS AND PROCEDURES DISCLOSURE TO CONFORM TO ITEM 15 OF FORM 20-F. WE NOTE YOU STATED THAT YOUR DISCLOSURE CONTROLS AND PROCEDURES ARE EFFECTIVE, BUT THEN YOU INCLUDE A DISCLAIMER DESCRIBING INHERENT LIMITATIONS AND THAT EVEN THESE SYSTEMS DETERMINED TO BE EFFECTIVE CAN PROVIDE ONLY REASONABLE ASSURANCE WITH RESPECT TO FINANCIAL STATEMENT PREPARATION AND PRESENTATION. PLEASE CONFIRM TO US THAT MANAGEMENT CONCLUDED THAT YOUR DISCLOSURE CONTROLS AND PROCEDURES ARE EFFECTIVE AT A REASONABLE ASSURANCE LEVEL. FURTHER, IN FUTURE FILINGS, IF YOU CHOOSE TO INCLUDE THIS DISCLAIMER, CONCLUDE AFFIRMATIVELY, IF TRUE, THAT YOUR DISCLOSURE CONTROLS AND PROCEDURES ARE EFFECTIVE AT A REASONABLE ASSURANCE LEVEL.
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We are able to confirm that management concluded that the Company's disclosure controls and procedures are effective at a reasonable assurance level. The Company will include a conclusion to that effect in its future filings.
Please do not hesitate to contact me at (212) 238-8605 with any questions or comments you may have.
Very truly yours,
Steven J. Glusband
Show Raw Text
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CARTER LEDYARD & MILBURN LLP
COUNSELORS AT LAW
2 WALL STREET
NEW YORK, NY 10005-2072
TEL (212) 732-3200
FAX (212) 732-3232
DIRECT DIAL: 212-238-8605
September 19, 2005
VIA EDGAR
Ms. Barbara C. Jacobs
Assistant Director
Division of Corporation Finance
Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549
Re: ATTUNITY LTD
AMENDMENT NO. 4 TO FORM F-3
FILED APRIL 20, 2005
FILE NO. 333-119157
AMENDMENT NO.1 TO FORM F-3
FILED APRIL 20, 2005
FILE NO. 333-122937
FORM 20-F ANNUAL REPORT
FOR FISCAL YEAR ENDED DECEMBER 31, 2004
FILED ON JUNE 30, 2005
FILE NO. 0-20892
Dear Ms. Jacobs:
On behalf of our client, Attunity Ltd (the "Company"), we are submitting
this letter in response to the written comments of the Staff of the Securities
and Exchange Commission (the "Commission"), in a letter to Mr. Ofer Segev, Chief
Financial Officer of the Company, dated September 16, 2005 (the "Comment
Letter"). The Comment Letter relates to Amendment No. 4 to the Company's
Registration Statement on Form F-3 filed with the Commission on April 20, 2005,
Amendment No. 1 to the Company's Registration on Form F-3 filed with the
Commission on April 20, 2005 and the Company's Annual Report on Form 20-F for
the fiscal year ended December 31, 2004 filed with the Commission on June 30,
2005.
Pursuant to Rule 472 under the Securities Act of 1933, we are
simultaneously filing pre-effective amendments to the above-mentioned
Registration Statements amending the Registration Statements' disclosure as
requested in the Comment Letter. We have repeated your numbered comments below
and have provided a response to each comment.
<PAGE>
FORM F-3/A, FILE NO. 333-119157
FORM F-3, FILE NO. 333-122937
CERTAIN INFORMATION BY REFERENCE
1. REVISE EACH PROSPECTUS TO INCORPORATE BY REFERENCE YOUR FORM 20-F FOR
FISCAL YEAR ENDED DECEMBER 31, 2004. FURTHER, YOU MAY WANT TO INCORPORATE
BY REFERENCE ANY FORM 6-K MEETING THE REQUIREMENTS OF FORM F-3. SEE ITEM 6C
OF FORM F-3.
The Company has revised each prospectus to include a reference to its
Annual Report on Form 20-F for the fiscal year ended December 31, 2004 and to
incorporate additional filings on Form 6-K.
SELLING SHAREHOLDERS
2. PLEASE REVISE TO UPDATE YOUR PROSPECTUSES TO INCLUDE ANY CHANGES, IF
APPLICABLE, TO YOUR SELLING SHAREHOLDER DISCLOSURE.
The selling shareholder disclosure has been updated where required.
EXHIBIT 5.1
3. WE NOTE YOUR OPINIONS OF COUNSEL ARE DATED NOVEMBER 18, 2004 FOR FILE NO.
333-119157 AND FEBRUARY 22, 2005 FOR FILE NO. 333-122937. PLEASE FILE
UPDATED LEGAL OPINIONS FOR EACH REGISTRATION STATEMENT.
An updated legal opinion has been filed for each registration statement.
EXHIBIT 23.1
4. REVISE TO INCLUDE CURRENTLY DATED CONSENTS FROM YOUR INDEPENDENT
ACCOUNTANTS.
A currently dated consent has been included in each registration statement.
FORM 20-F FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004
ITEM 15. CONTROLS AND PROCEDURES, PAGE 70
5. PURSUANT TO OUR COMMENTS ISSUED IN OUR LETTER DATED MARCH 24, 2005, WE
ASKED YOU TO REVISE YOUR CONTROLS AND PROCEDURES DISCLOSURE TO CONFORM TO
ITEM 15 OF FORM 20-F. WE NOTE YOU STATED THAT YOUR DISCLOSURE CONTROLS AND
PROCEDURES ARE EFFECTIVE, BUT THEN YOU INCLUDE A DISCLAIMER DESCRIBING
INHERENT LIMITATIONS AND THAT EVEN THESE SYSTEMS DETERMINED TO BE EFFECTIVE
CAN PROVIDE ONLY REASONABLE ASSURANCE WITH RESPECT TO FINANCIAL STATEMENT
PREPARATION AND PRESENTATION. PLEASE CONFIRM TO US THAT MANAGEMENT
CONCLUDED THAT YOUR DISCLOSURE CONTROLS AND PROCEDURES ARE EFFECTIVE AT A
REASONABLE ASSURANCE LEVEL. FURTHER, IN FUTURE FILINGS, IF YOU CHOOSE TO
INCLUDE THIS DISCLAIMER, CONCLUDE AFFIRMATIVELY, IF TRUE, THAT YOUR
DISCLOSURE CONTROLS AND PROCEDURES ARE EFFECTIVE AT A REASONABLE ASSURANCE
LEVEL.
- 2 -
<PAGE>
We are able to confirm that management concluded that the Company's
disclosure controls and procedures are effective at a reasonable assurance
level. The Company will include a conclusion to that effect in its future
filings.
Please do not hesitate to contact me at (212) 238-8605 with any questions
or comments you may have.
Very truly yours,
Steven J. Glusband
SJG:tco
Enclosures
cc: Ofer Segev, Chief Financial Officer, Attunity Ltd
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