SEC Comment Letter for Hyperscale Data, Inc. (GPUS, GPUS-PD) (CIK 0000896493) (GPUS) — Jan 4, 2010
Hyperscale Data, Inc. (GPUS, GPUS-PD) (CIK 0000896493)
Date: Jan. 4, 2010 · CIK: 0000896493 · Accession: 0000000000-10-000272
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-12711
Referenced dates: October 29, 2009
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 3030 November 12, 2009 VIA U.S. MAIL and FACSIMILE Mr. Uri Friedlander Chief Financial Officer Digital Power Corporation 41324 Christy Street Fremont, California 94538-3158 RE: Digital Power Corporation Form 10-K for the fiscal year ended December 31, 2008 Filed March 30, 2009 File No. 001-12711
Dear Mr. Friedlander: We have reviewed your response letter dated October 29, 2009 and filings and have the following comments. Wher e indicated, we think you should revise future filings in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as de tailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After review ing this information, we may raise additional comments.
Uri Friedlander Digital Power Corporation November 12, 2009 Page 2 Form 10-K for the fiscal year ended December 31, 2008
Note 6: Commitments and Contingent Liabilities, page F-18
1. We note from your response to our prio r comment 3 that your lease for the Gresham facility entitles the Landlord to compensation for any diminution of its interest that might have taken place during the course of the tenancy and that Anite claims that the work to be performe d in the list of dilapidations should be undertaken by DPL as part of its liabilities under the Sublease. Also, we note that you have not recorded a liability provis ion in accordance with SFAS No. 5. In this regard, please tell us how you considered SFAS No. 143 and FIN 47 in determining whether you were required to recognize an asset retirement obligation in connection with the Gresham lease for all periods presented in your financial statements.
Note 7: Shareholders’ Equity, page F-18
2. We note your responses to our prior commen ts 5 and 6. In this regard, please provide us with all of the terms a ssociated with the 70,000 and 100,000 options issued to Telkoor’s employees and ot her non-employees, respectively. Also, please tell us how you estimated th e service period used to recognize compensation expense, separately for each issuance of options to Telkoor’s employees and other non-employees. Additionally, if the measurement date of the options is the date that the counterparty’s performance is complete, please explain why you would issue such options to Telkoor’s employees and other non-employee consultants, before the counterparty’s performance is complete. Please provide us with a detail description of the types of servi ces that will be or have been preformed by Telkoor’s employees and the other non-employee consultants in consideration for the issuance of th e abovementioned options. Furthermore, please provide us with the adjustments ma de during the years associated with the re-measurements and forfeitures of the unve sted options as further discussed in your responses to our prior comments 5 and 6, supported with the financial statement accounts used to record such adjustments, for each year since the grant date. Finally, please provide us with the journal entries used to account for these options at the grant date, supported with your rationale used in this accounting.
As appropriate, please respond to these co mments within 10 business days or tell us when you will provide us with a response. Please furnish a cover letter with your response that keys your responses to our comments and provides any requested supplemental information. Detailed cover lett ers greatly facilitate our review. Please submit your cover letter on EDGAR. Please understand that we may have additional comments after reviewing your responses to our comments.
Uri Friedlander Digital Power Corporation November 12, 2009 Page 3
You may contact Dennis Hult, Staff Account ant, at (202) 551-3618 or me at (202) 551-3212 if you have questions regarding comm ents on the financial statements and related matters. In this regard, do not hesitate to contact Ma rtin James, Senior Assistant Chief Accountant, at (202) 551-3671. S i n c e r e l y , Jeffrey Jaramillo Accounting Branch Chief
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 3030
November 12, 2009
VIA U.S. MAIL and FACSIMILE
Mr. Uri Friedlander Chief Financial Officer Digital Power Corporation
41324 Christy Street
Fremont, California 94538-3158 RE: Digital Power Corporation
Form 10-K for the fiscal year ended December 31, 2008
Filed March 30, 2009 File No. 001-12711
Dear Mr. Friedlander: We have reviewed your response letter dated October 29, 2009 and filings and have the following comments. Wher e indicated, we think you should revise
future filings in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as de tailed as necessary in your explanation. In some of
our comments, we may ask you to provide us with information so we may better
understand your disclosure. After review ing this information, we may raise
additional comments.
Uri Friedlander
Digital Power Corporation
November 12, 2009 Page 2 Form 10-K for the fiscal year ended December 31, 2008
Note 6: Commitments and Contingent Liabilities, page F-18
1. We note from your response to our prio r comment 3 that your lease for the
Gresham facility entitles the Landlord to compensation for any diminution of its interest that might have taken place during the course of the tenancy and that
Anite claims that the work to be performe d in the list of dilapidations should be
undertaken by DPL as part of its liabilities under the Sublease. Also, we note that
you have not recorded a liability provis ion in accordance with SFAS No. 5. In
this regard, please tell us how you considered SFAS No. 143 and FIN 47 in determining whether you were required to recognize an asset retirement
obligation in connection with the Gresham lease for all periods presented in your
financial statements.
Note 7: Shareholders’ Equity, page F-18
2. We note your responses to our prior commen ts 5 and 6. In this regard, please
provide us with all of the terms a ssociated with the 70,000 and 100,000 options
issued to Telkoor’s employees and ot her non-employees, respectively. Also,
please tell us how you estimated th e service period used to recognize
compensation expense, separately for each issuance of options to Telkoor’s employees and other non-employees. Additionally, if the measurement date of the options is the date that the counterparty’s performance is complete, please explain why you would issue such options to Telkoor’s employees and other non-employee consultants, before the counterparty’s performance is complete. Please provide us with a detail description of the types of servi ces that will be or have
been preformed by Telkoor’s employees and the other non-employee consultants
in consideration for the issuance of th e abovementioned options. Furthermore,
please provide us with the adjustments ma de during the years associated with the
re-measurements and forfeitures of the unve sted options as further discussed in
your responses to our prior comments 5 and 6, supported with the financial statement accounts used to record such adjustments, for each year since the grant date. Finally, please provide us with the journal entries used to account for these
options at the grant date, supported with your rationale used in this accounting.
As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response. Please furnish a cover letter with your
response that keys your responses to our comments and provides any requested
supplemental information. Detailed cover lett ers greatly facilitate our review. Please
submit your cover letter on EDGAR. Please understand that we may have additional
comments after reviewing your responses to our comments.
Uri Friedlander
Digital Power Corporation November 12, 2009 Page 3
You may contact Dennis Hult, Staff Account ant, at (202) 551-3618 or me at (202)
551-3212 if you have questions regarding comm ents on the financial statements and
related matters. In this regard, do not hesitate to contact Ma rtin James, Senior Assistant
Chief Accountant, at (202) 551-3671.
S i n c e r e l y , Jeffrey Jaramillo Accounting Branch Chief