SEC Comment Letter for SCANVEC AMIABLE LTD (CIK 0000919173) — Mar 30, 2005
SCANVEC AMIABLE LTD (CIK 0000919173)
Date: March 30, 2005 · CIK: 0000919173 · Accession: 0000000000-05-014932
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Mail Stop 4-6
November 24, 2004
William H. McDonnell
Chief Financial Officer
International Plaza II, Suite 625
Philadelphia, PA 19113
Via Facsimile: 610-521-0111
Re: ScanVec Amiable
Preliminary Proxy Statement on Schedule 14A
Filed on November 16, 2004
File No. 0-23734
Dear Mr. McDonnell:
We have limited our review of your filing to matters relating
to
Proposals One through Four. Based on this limited review, we have
the following comment. Where indicated, we think you should
revise
your documents in response to this comment. If you disagree, we
will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary. Please be as detailed as necessary in
your
explanation. After reviewing this information, we may or may not
raise additional comments.
Please understand that the purpose of our review process is to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comment or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Proposal One: Settlement Agreement and Release
1. Please expand the litigation disclosure to describe the factual
basis underlying the allegations of misappropriation of
confidential
business and trade secret information, unfair competition and
violations of related Pennsylvania common law following the 1998
merger. Provide a brief description of the events that led to the
dispute. What effect did those events have on the company from a
business perspective? We note that the company obtained a
preliminary injunction against the Defendants. What will be the
disposition of the PhotoPRINT (tm) technology if the settlement
agreement is approved? Will the Defendants be or are they now a
competitor of the company? Ensure that the expanded disclosure is
materially complete.
Proposal Two: Share Option Plan
2. We note the disclosure in the New Plan Benefits table on page
9.
Please state whether you currently have any other plans,
commitments
or arrangements to issue option awards under the 2004 Share Option
Plan. If you have no current plans, please provide a
representation
in the proxy statement to that effect.
Proposals Three and Four: Employment Agreements and Cash Bonus
Payments
3. Please revise the disclosure to state the impact of an
unfavorable
vote on the applicable proposals.
Where you can find more information
4. Please be advised that the Commission no longer maintains
public
reference rooms outside of Washington, D.C.
Except for above-cited matters, we have not and do not
intend to conduct any review of the information statement. In
view
of our limited review, all persons who are by statute responsible
for
the adequacy and accuracy of the filing are urged to be certain
that
all information required pursuant to the Securities Act of 1933
has
been included.
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. 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 supplemental 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 reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments 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 our review of your filing or in
response to our comments on your filing.
Please direct any questions you may have to Maryse Mills-
Apenteng at (202) 942-1861. If you need further assistance, you
may
contact Mark P. Shuman at (202) 942-1818.
Sincerely,
Barbara C. Jacobs
Assistant Director
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