SEC Company Response from SUPERCONDUCTOR TECHNOLOGIES INC (CLRD) (CIK 0000895665) — Apr 7, 2005
SUPERCONDUCTOR TECHNOLOGIES INC (CLRD) (CIK 0000895665)
Date: April 7, 2005 · CIK: 0000895665 · Accession: 0000950129-05-003459
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SUPERCONDUCTOR TECHNOLOGIES, INC.
460 Ward Drive
Santa Barbara, CA 93111-2358
April 7, 2005
Via Edgar and Facsimile (Fax: 202.942.9594)
-----------------------
Mr. Reggie Norris
Division of Corporation Finance
SECURITIES & EXCHANGE COMMISSION
450 Fifth Street, NW
Washington, DC 20549
Re: Superconductor Technologies Inc. - Preliminary Proxy Statement
Dear Mr. Norris:
We are responding to your telephone inquiry to our counsel on April 5, 2005.
Specifically, we are responding to your questions concerning Proposal 3 in our
preliminary proxy statement filed on April 4, 2005 for our upcoming 2005 Annual
Stockholders Meeting. In Proposal 3, we are requesting discretionary authority
from the stockholders to implement a reverse split of our common stock anytime
during the next year in the range of 1-for-2 to 1-for-10.
First, you asked whether our payment of cash for fractional shares could reduce
the number of holders to less than 300 persons. We assume your question relates
to Rule 12h-3 which permits voluntary deregistration of a class of equity
securities held of record by less than 300 persons. We checked with our transfer
agent and secured a current stockholder list. We had 352 holders of record on
March 31, 2005. We reviewed this list and calculated the impact of a 1-for-10
reverse split (the maximum requested under Proposal 3). We found 16 holders with
fewer than 10 shares of stock. Thus, the reverse split would eliminate (at most)
16 holders due to the payment of cash for fractional shares. We therefore
conclude that, based on our current stockholder list, the reverse split would
not reduce the number of record holders below the 300 person threshold of Rule
12h-3.
Second, you asked whether the reverse split is the first step to taking the
company private. Our reasons for the reverse split are accurately set forth in
the proxy statement, and we hereby confirm that the Company does not have any
present plan or intention of using the reverse split to take the Company
private.
We understand that, upon confirmation of the matters covered in this letter, the
SEC does not plan to comment further on our preliminary proxy statement and does
not object to our filing and mailing the definitive proxy statement. We would
appreciate your contacting our counsel to confirm this understanding or,
alternatively, your communicating to him any further requests for information.
Our counsel is Daniel Christopher of Guth|Christopher LLP, and you may reach him
at 310.234.6923.
Thank you for your prompt attention to our preliminary proxy statement.
Sincerely,
SUPERCONDUCTOR TECHNOLOGIES INC.
/s/ Martin S. McDermut
Martin S. McDermut
Senior Vice President, Chief Financial Officer and Secretary
Cc: Daniel G. Christopher, Esq.
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