SEC Company Response from GLOBAL EPOINT INC (CIK 0000896195) — Sep 27, 2005
GLOBAL EPOINT INC (CIK 0000896195)
Date: Sept. 27, 2005 · CIK: 0000896195 · Accession: 0001193125-05-192340
AI Filing Summary & Sentiment
File numbers found in text: 333-1227734, 333-127735
Letter
VIA EDGAR Division of Corporation Finance Washington, D.C. 20549 Re: Global ePoint, Inc. Registration Statements on Form S-3 File Nos. 333-1227734; 333-127735
Dear Ms. Long:
On behalf of our client, Global ePoint, Inc. (the “Company”), we are responding to your comment letter to Toresa Lou, Chief Executive Officer of the Company, dated September 16, 2005. A responsive Pre-Effective Amendment No. 1 has been filed concurrently herewith via EDGAR and has been marked to show changes from the original filing. The numbered items correspond to the numbers contained in your letter.
1. Pursuant to our conversation with Matt Franker of your offices, we will provide on a supplemental basis complete copies of the Subscription Agreement (Series B) and Securities Purchase Agreement (Series C), including all previously unfiled schedules and exhibits thereto. We did not previously file the disclosure schedules, transfer agent instructions or our forms of opinion because in our experience it is not customary to file exhibits that do not contain material terms of the transaction. In addition, we believe that some of the information in the exhibits and schedules is nonpublic and otherwise inappropriate for inclusion in an SEC report. Regarding the requested changes to the exhibit numbers for the Subscription Agreement and Securities Purchase Agreement, we numbered them as Exhibit 2 rather than Exhibit 10 because Item 601 of Regulation S-B does not have an Exhibit 10 for Form S-3.
2. The total number of warrant shares being registered on the Registration Statement that includes the shares relating to the May 20 offering is 282,587. The number of warrant
Securities & Exchange Commission
Division of Corporation Finance
September 27, 2005
Page
shares relating to the May 20 offering is 267,857. The difference relates to the inclusion of 15,000 warrants issued to Hayden Communications, an outside consultant of the Company. The transaction with Hayden Communications is disclosed in the discussion about the selling stockholders on Page 10 of the prospectus, and Hayden is listed in the related table.
3. The difference relates to the inclusion of the proceeds from the exercise of the 15,000 warrants issued to Hayden Communications, at $6.50 per share.
4. We have made the requested revisions to Page 10 of each prospectus.
5. The inclusion of “Iroquois Master Fund Ltd.” on the selling stockholder table was an error. The correct name of the selling stockholder is Iroquois Capital, LP. We have made the correction on the selling stockholder table.
6. Please be supplementally advised that, except for two of the selling stockholders, all of the selling stockholders have represented to us that they are neither a broker-dealer nor an affiliate of a broker-dealer. Enable Growth Partners, LP and Enable Opportunity Partners, LP have represented that they are affiliates of a broker-dealer. The managing partner of each of Enable Growth Partners LP and Enable Opportunity Partners LP is the owner of Enable Capital LLC, a registered broker-dealer.
7. We have revised the footnotes to the selling stockholder table for each of Enable Growth Partners LP and Enable Opportunity Partners LP to include the requested disclosures.
8. We have made the requested revisions to the section “Description of Securities to be Registered” in each prospectus.
9. We have made the requested revision to the signature page of each Amendment No. 1.
10. In our opinion letter for the Form S-3 reflecting the securities sold on May 20, 2005, we opined on an aggregate number of “Warrant Shares”, which included the 15,000 warrants issued to Hayden Communications.
In response to the oral comment of Mr. Franker on September 16, 2005, we have also corrected Page 12 of each prospectus to reflect a Rule 424(b)(3) “supplement” rather than an “amendment.”
We acknowledge the Staff’s supplemental instructions and advisements provided in its comment letter. If you have any further questions concerning this filing or require additional
Securities & Exchange Commission
Division of Corporation Finance
September 27, 2005
Page
information, please contact the undersigned at (949) 623-3537.
Very truly yours,
/s/ Veronica L. Nitschke
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CORRESP 1 filename1.htm SEC Response Letter Preston | Gates | Ellis LLP 1900 Main Street, Suite 600 Irvine, California 92614-7319 September 27, 2005 VIA EDGAR Pamela A. Long Assistant Director Securities & Exchange Commission Division of Corporation Finance 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Global ePoint, Inc. Registration Statements on Form S-3 File Nos. 333-1227734; 333-127735 Dear Ms. Long: On behalf of our client, Global ePoint, Inc. (the “Company”), we are responding to your comment letter to Toresa Lou, Chief Executive Officer of the Company, dated September 16, 2005. A responsive Pre-Effective Amendment No. 1 has been filed concurrently herewith via EDGAR and has been marked to show changes from the original filing. The numbered items correspond to the numbers contained in your letter. 1. Pursuant to our conversation with Matt Franker of your offices, we will provide on a supplemental basis complete copies of the Subscription Agreement (Series B) and Securities Purchase Agreement (Series C), including all previously unfiled schedules and exhibits thereto. We did not previously file the disclosure schedules, transfer agent instructions or our forms of opinion because in our experience it is not customary to file exhibits that do not contain material terms of the transaction. In addition, we believe that some of the information in the exhibits and schedules is nonpublic and otherwise inappropriate for inclusion in an SEC report. Regarding the requested changes to the exhibit numbers for the Subscription Agreement and Securities Purchase Agreement, we numbered them as Exhibit 2 rather than Exhibit 10 because Item 601 of Regulation S-B does not have an Exhibit 10 for Form S-3. 2. The total number of warrant shares being registered on the Registration Statement that includes the shares relating to the May 20 offering is 282,587. The number of warrant Securities & Exchange Commission Division of Corporation Finance September 27, 2005 Page 2 shares relating to the May 20 offering is 267,857. The difference relates to the inclusion of 15,000 warrants issued to Hayden Communications, an outside consultant of the Company. The transaction with Hayden Communications is disclosed in the discussion about the selling stockholders on Page 10 of the prospectus, and Hayden is listed in the related table. 3. The difference relates to the inclusion of the proceeds from the exercise of the 15,000 warrants issued to Hayden Communications, at $6.50 per share. 4. We have made the requested revisions to Page 10 of each prospectus. 5. The inclusion of “Iroquois Master Fund Ltd.” on the selling stockholder table was an error. The correct name of the selling stockholder is Iroquois Capital, LP. We have made the correction on the selling stockholder table. 6. Please be supplementally advised that, except for two of the selling stockholders, all of the selling stockholders have represented to us that they are neither a broker-dealer nor an affiliate of a broker-dealer. Enable Growth Partners, LP and Enable Opportunity Partners, LP have represented that they are affiliates of a broker-dealer. The managing partner of each of Enable Growth Partners LP and Enable Opportunity Partners LP is the owner of Enable Capital LLC, a registered broker-dealer. 7. We have revised the footnotes to the selling stockholder table for each of Enable Growth Partners LP and Enable Opportunity Partners LP to include the requested disclosures. 8. We have made the requested revisions to the section “Description of Securities to be Registered” in each prospectus. 9. We have made the requested revision to the signature page of each Amendment No. 1. 10. In our opinion letter for the Form S-3 reflecting the securities sold on May 20, 2005, we opined on an aggregate number of “Warrant Shares”, which included the 15,000 warrants issued to Hayden Communications. In response to the oral comment of Mr. Franker on September 16, 2005, we have also corrected Page 12 of each prospectus to reflect a Rule 424(b)(3) “supplement” rather than an “amendment.” We acknowledge the Staff’s supplemental instructions and advisements provided in its comment letter. If you have any further questions concerning this filing or require additional Securities & Exchange Commission Division of Corporation Finance September 27, 2005 Page 3 information, please contact the undersigned at (949) 623-3537. Very truly yours, /s/ Veronica L. Nitschke Veronica L. Nitschke cc: Global ePoint, Inc. Matt Franker, Securities & Exchange Commission Division of Corporation Finance Daniel K. Donahue, Esq.