SEC Comment Letter for GLOBAL EPOINT INC (CIK 0000896195) — Oct 7, 2005
GLOBAL EPOINT INC (CIK 0000896195)
Date: Oct. 7, 2005 · CIK: 0000896195 · Accession: 0000000000-05-051864
AI Filing Summary & Sentiment
File numbers found in text: 333-127734, 333-127735
Referenced dates: September 16, 2005
Letter
Mail Stop 7010 By U.S. Mail and facsimile to (909) 598-5808 Toresa Lou Chief Executive Officer Global ePoint, Inc. 339 South Cheryl Lane City of Industry, California 91789
Re: Global ePoint, Inc. Amendment No. 1 to Registration Statement on Form S-3 File No. 333-127734 Amendment No. 1 to Registration Statement on Form S-3 File No. 333-127735 Filed September 27, 2005
Dear Ms. Lou:
We have reviewed your filings and have the following comments. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
General
1. We note your response to comment 1 of our letter dated September 16, 2005. Please amend the Form 10-QSB filed on May 23, 2005 to contain the entire Subscription Agreement, including all schedules and exhibits. In addition, please amend the Form 8-K filed on June 9, 2005 to contain the entire Securities Purchase Agreement, including all schedules and exhibits. These exhibits are filed under paragraph (b)(10) to Regulation S-B and must be filed in their entirety as required by the applicable form. Note that absent an order granting confidential treatment or as otherwise explicitly permitted by Item 601, you must file complete copies, including attachments, of all required exhibits in their entirety. Attachments include, for example, annexes, appendices, exhibits, and schedules. If you believe that confidential treatment of particular terms is warranted, you may request confidential treatment pursuant to Rule 24b-2. Please see Staff Legal Bulletin 1 and the addendum thereto for further information about making confidential treatment requests.
2. We note your response to comment 2 of our letter dated September 16, 2005. According to the footnotes to your selling stockholders` table, the sum of the number of warrants currently held by Mercator Momentum Fund, LP, Mercator Momentum Fund III, LP, Monarch Pointe Fund, Ltd., and Hayden Communications is 493,286. In addition, we calculate that M.A.G. Capital, LLC owns 119,571 shares beneficially aside from those beneficially owned through its relationship with other selling stockholders and that, furthermore, some of these securities represent shares issuable upon the exercise of an unspecified quantity of warrants. Furthermore, after giving effect to the M.A.G. Capital`s beneficial ownership of the shares of the other selling security holders, the sum of the shares being offered under this registration statement is 795,000. Please revise your selling stockholders` table, as necessary, to eliminate these discrepancies. In addition, please indicate, by footnote or otherwise, the number of shares being offered by each shareholder that are issuable upon the exercise of warrants.
Description of Securities, pages 14, 15
3. Please revise this section of each prospectus to briefly disclose the limited right of first refusal to purchase securities that was granted to six entities pursuant to Section 4.5(b) of a Securities Purchase Agreement dated December 19, 2004.
As appropriate, please amend your registration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Act of 1933 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possession of all facts relating to a company`s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
* should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in connection with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the registration statement as a confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement. Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date.
Please contact Matt Franker, Staff Attorney, at (202) 551- or me at (202) 551-3760 with any questions.
Sincerely,
Pamela A. Long
Assistant Director
Show Raw Text
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
October 7, 2005
Mail Stop 7010
By U.S. Mail and facsimile to (909) 598-5808
Toresa Lou
Chief Executive Officer
Global ePoint, Inc.
339 South Cheryl Lane
City of Industry, California 91789
Re: Global ePoint, Inc.
Amendment No. 1 to Registration Statement on Form S-3
File No. 333-127734
Amendment No. 1 to Registration Statement on Form S-3
File No. 333-127735
Filed September 27, 2005
Dear Ms. Lou:
We have reviewed your filings and have the following
comments.
We welcome any questions you may have about our comments or any
other
aspect of our review. Feel free to call us at the telephone
numbers
listed at the end of this letter.
General
1. We note your response to comment 1 of our letter dated
September
16, 2005. Please amend the Form 10-QSB filed on May 23, 2005 to
contain the entire Subscription Agreement, including all schedules
and exhibits. In addition, please amend the Form 8-K filed on
June
9, 2005 to contain the entire Securities Purchase Agreement,
including all schedules and exhibits. These exhibits are filed
under
paragraph (b)(10) to Regulation S-B and must be filed in their
entirety as required by the applicable form. Note that absent an
order granting confidential treatment or as otherwise explicitly
permitted by Item 601, you must file complete copies, including
attachments, of all required exhibits in their entirety.
Attachments
include, for example, annexes, appendices, exhibits, and
schedules.
If you believe that confidential treatment of particular terms is
warranted, you may request confidential treatment pursuant to Rule
24b-2. Please see Staff Legal Bulletin 1 and the addendum thereto
for further information about making confidential treatment
requests.
2. We note your response to comment 2 of our letter dated
September
16, 2005. According to the footnotes to your selling
stockholders`
table, the sum of the number of warrants currently held by
Mercator
Momentum Fund, LP, Mercator Momentum Fund III, LP, Monarch Pointe
Fund, Ltd., and Hayden Communications is 493,286. In addition, we
calculate that M.A.G. Capital, LLC owns 119,571 shares
beneficially
aside from those beneficially owned through its relationship with
other selling stockholders and that, furthermore, some of these
securities represent shares issuable upon the exercise of an
unspecified quantity of warrants. Furthermore, after giving
effect
to the M.A.G. Capital`s beneficial ownership of the shares of the
other selling security holders, the sum of the shares being
offered
under this registration statement is 795,000. Please revise your
selling stockholders` table, as necessary, to eliminate these
discrepancies. In addition, please indicate, by footnote or
otherwise, the number of shares being offered by each shareholder
that are issuable upon the exercise of warrants.
Description of Securities, pages 14, 15
3. Please revise this section of each prospectus to briefly
disclose
the limited right of first refusal to purchase securities that was
granted to six entities pursuant to Section 4.5(b) of a Securities
Purchase Agreement dated December 19, 2004.
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
Please contact Matt Franker, Staff Attorney, at (202) 551-
3749
or me at (202) 551-3760 with any questions.
Sincerely,
Pamela A. Long
Assistant Director
cc: Daniel K. Donahue, Esq. (via facsimile 949/623-4452)
Preston Gates & Ellis LLP
1900 Main Street, Suite 600
Irvine, California 92614-7319
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Toresa Lou
Global ePoint, Inc.
October 7, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
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