SEC Comment Letter for MIKOHN GAMING CORP (CIK 0000912241) — Jul 12, 2005
MIKOHN GAMING CORP (CIK 0000912241)
Date: July 12, 2005 · CIK: 0000912241 · Accession: 0000000000-05-035639
AI Filing Summary & Sentiment
File numbers found in text: 333-124311
Letter
July 12, 2005 By facsimile to (858) 550-6420 and U.S. Mail Mr. Russel H. McMeekin President and Chief Executive Officer Mikohn Gaming Corporation, d/b/a Progressive Gaming International Corporation 920 Pilot Road Las Vegas, NV 89119
RE: Mikohn Gaming Corporation, d/b/a Progressive Gaming International Corporation Pre-effective Amendment 2 to Registration Statement on Form S-4 Filed June 28, 2005 File No. 333-124311
Dear Mr. McMeekin:
We reviewed the filing and have the comments below.
Other Business; Adjournments, page 33
1. Refer to prior comment 5. We note that you intend to file by amendment the form of proxy as exhibit 99.1. Allow us sufficient time to review the exhibit before requesting acceleration of the registration statement`s effectiveness.
Net Operating Loss Carry Forward, page 43
2. Refer to prior comment 8. The midpoint value of $1.215 million differs from that shown in the table on the same page. Please reconcile.
Exhibits 8.1 and 8.2
3. We consider your response to prior comment 21 and are unable to concur. As requested previously, delete the word "generally" under (ii) in the first full paragraph on page 2 of exhibit 8.1 and under (ii) in the last paragraph on page 1 of exhibit 8.2. Also delete the word "generally" in the second bullet point and under "Dissenting Stockholders" on page 46 of the proxy statement/prospectus. Alternatively, describe the basis for any uncertainty of the United States federal income tax consequences for VirtGame`s stockholders.
Closing
File an amendment to the S-4 in response to the comments. To expedite our review, Progressive may wish to provide us three marked courtesy copies of the amendment. Include with the filing any supplemental information requested and a cover letter tagged as correspondence that keys the responses to the comments. If Progressive thinks that compliance with any of the comments is inappropriate, provide the basis in the letter. We may have additional comments after review of the amendment, the responses to the comments, and any supplemental information.
We urge all persons responsible for the accuracy and adequacy of the disclosure in the registration statement reviewed by us to ensure that they have provided all information investors require for an informed decision. Since Progressive and its management are in possession of all facts relating to the disclosure in the registration statement, they are responsible for the adequacy and accuracy of the disclosures that they have made.
If Progressive requests acceleration of the registration statement`s effectiveness, Progressive should furnish a letter at the time of the request, acknowledging that:
* Should the Commission or the staff acting by delegated authority declare the registration statement effective, it does not foreclose the Commission from taking any action on the filing.
* The action of the Commission or the staff acting by delegated authority in declaring the registration statement effective does not relieve Progressive from its full responsibility for the adequacy and accuracy of the registration statement`s disclosures.
* Progressive may not assert our comments or the declaration of the registration statement`s effectiveness as a defense in any proceedings initiated by the Commission or any person under the United States` federal securities laws.
The Commission`s Division of Enforcement has access to all information that Progressive provides us in our review of the registration statement or in response to our comments on the registration statement.
We will consider a written request for acceleration of the registration statement`s effectiveness under Rule 461 of Regulation C under the Securities Act as confirmation that those requesting acceleration are aware of their responsibilities under the Securities Act and the Exchange Act as they relate to the proposed public offering of the securities specified in the registration statement. We will act on the request and by delegated authority grant acceleration of the registration statement`s effectiveness.
You may direct questions on accounting comments to Dale Welcome, Staff Accountant, at (202) 551-3865 or W. John Cash, Accounting Branch Chief, at (202) 551-3768. You may direct questions on other comments and disclosure issues to Edward M. Kelly, Senior Counsel, at (202) 551-3728 or me at (202) 551-3767.
Very truly yours,
Jennifer R. Hardy
Show Raw Text
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
July 12, 2005
By facsimile to (858) 550-6420 and U.S. Mail
Mr. Russel H. McMeekin
President and Chief Executive Officer
Mikohn Gaming Corporation, d/b/a Progressive Gaming International
Corporation
920 Pilot Road
Las Vegas, NV 89119
RE: Mikohn Gaming Corporation, d/b/a Progressive Gaming
International Corporation
Pre-effective Amendment 2 to Registration Statement on Form
S-4
Filed June 28, 2005
File No. 333-124311
Dear Mr. McMeekin:
We reviewed the filing and have the comments below.
Other Business; Adjournments, page 33
1. Refer to prior comment 5. We note that you intend to file by
amendment the form of proxy as exhibit 99.1. Allow us sufficient
time to review the exhibit before requesting acceleration of the
registration statement`s effectiveness.
Net Operating Loss Carry Forward, page 43
2. Refer to prior comment 8. The midpoint value of $1.215 million
differs from that shown in the table on the same page. Please
reconcile.
Exhibits 8.1 and 8.2
3. We consider your response to prior comment 21 and are unable to
concur. As requested previously, delete the word "generally"
under
(ii) in the first full paragraph on page 2 of exhibit 8.1 and
under
(ii) in the last paragraph on page 1 of exhibit 8.2. Also delete
the
word "generally" in the second bullet point and under "Dissenting
Stockholders" on page 46 of the proxy statement/prospectus.
Alternatively, describe the basis for any uncertainty of the
United
States federal income tax consequences for VirtGame`s
stockholders.
Closing
File an amendment to the S-4 in response to the comments. To
expedite our review, Progressive may wish to provide us three
marked
courtesy copies of the amendment. Include with the filing any
supplemental information requested and a cover letter tagged as
correspondence that keys the responses to the comments. If
Progressive thinks that compliance with any of the comments is
inappropriate, provide the basis in the letter. We may have
additional comments after review of the amendment, the responses
to
the comments, and any supplemental information.
We urge all persons responsible for the accuracy and adequacy
of
the disclosure in the registration statement reviewed by us to
ensure
that they have provided all information investors require for an
informed decision. Since Progressive and its management are in
possession of all facts relating to the disclosure in the
registration statement, they are responsible for the adequacy and
accuracy of the disclosures that they have made.
If Progressive requests acceleration of the registration
statement`s effectiveness, Progressive should furnish a letter at
the
time of the request, acknowledging that:
* Should the Commission or the staff acting by delegated authority
declare the registration statement effective, it does not
foreclose
the Commission from taking any action on the filing.
* The action of the Commission or the staff acting by delegated
authority in declaring the registration statement effective does
not
relieve Progressive from its full responsibility for the adequacy
and
accuracy of the registration statement`s disclosures.
* Progressive may not assert our comments or the declaration of
the
registration statement`s effectiveness as a defense in any
proceedings initiated by the Commission or any person under the
United States` federal securities laws.
The Commission`s Division of Enforcement has access to all
information that Progressive provides us in our review of the
registration statement or in response to our comments on the
registration statement.
We will consider a written request for acceleration of the
registration statement`s effectiveness under Rule 461 of
Regulation C
under the Securities Act as confirmation that those requesting
acceleration are aware of their responsibilities under the
Securities
Act and the Exchange Act as they relate to the proposed public
offering of the securities specified in the registration
statement.
We will act on the request and by delegated authority grant
acceleration of the registration statement`s effectiveness.
You may direct questions on accounting comments to Dale
Welcome,
Staff Accountant, at (202) 551-3865 or W. John Cash, Accounting
Branch Chief, at (202) 551-3768. You may direct questions on
other
comments and disclosure issues to Edward M. Kelly, Senior Counsel,
at
(202) 551-3728 or me at (202) 551-3767.
Very truly yours,
Jennifer R. Hardy
Legal
Branch Chief
cc: Steven M. Przesmicki, Esq.
Charles S. Kim, Esq.
Cooley Godward LLP
4401 Eastgate Mall
San Diego, CA 92121
Daniel Donahue, Esq.
Preston Gates & Ellis LLP
1900 Main Street, Suite 600
Irvine, CA 92614
Mr. Russel H. McMeekin
July 12, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
</TEXT>
</DOCUMENT>