SEC Comment Letter for Aspira Women's Health Inc. (AWHL) (CIK 0000926617) (AWHL) — Sep 24, 2007
Aspira Women's Health Inc. (AWHL) (CIK 0000926617)
Date: Sept. 24, 2007 · CIK: 0000926617 · Accession: 0000000000-07-046373
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-31617
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 6010 September 24, 2007 VIA U.S. MAIL AND FACSIMILE ((510) 505-2101) Ms. Debra A. Young Vice President and Chief Financial Officer Vermillion, Inc. 6611 Dumbarton Circle Fremont, California 94555 Re: Vermillion, Inc. Form 10-K for the fiscal year ended December 31, 2006 Filed April 2, 2007 File No. 000-31617
Dear Ms. Young:
We have reviewed your filing and have the following comments. We have limited our review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents. In our comments, we ask you to provide us with information so we may better understand your disclosu re. Please be as detailed as necessary in your explanation. After review ing this information, we ma y raise additional comments.
Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requir ements and to enhance the overall disclosure in your filings. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers lis ted at the end of this letter.
Ms. Debra A. Young Vermillion, Inc. September 24, 2007 Page 2 Form 10-K for the Fiscal Year Ended December 31, 2006
Consolidated Financial Statements, page 42
Note 6. Gain on Sale of Instrument Business, page 57
1. We note that you completed the sale of your protein research tool s and collaborative services business to Bio-Rad Laboratories, Inc. on November 13, 2006. Please tell us about your consideration of paragraphs 41- 42 of SFAS 144. Please be sufficiently detailed in your response.
Note 11. Long-term Debt and Capital Leases, page 62
2. We note that you issued 7.0% convertible senior notes due 2011 on November 15, 2006. Please tell us about your assessment of the em bedded features within the convertible debt under SFAS 133. Please be sufficiently detailed in your response.
As appropriate, please respond to these comments within 10 business days or tell us when you will provide us with a response. Please furn ish a letter that keys your responses to our comments and provides any requested information. De tailed letters greatly f acilitate our review. Please understand that we may have additional co mments after reviewing your responses to our comments. We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information re quired under the Securities Exchange Act of 1934 and that they have provi ded all information investors require for an informed investment decision. Since the compa ny and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of the disclosures they have made.
Ms. Debra A. Young Vermillion, Inc. September 24, 2007 Page 3
In connection with responding to our comment s, 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 comme nts as a defense in any proceeding initiated by the Commission or any person under the federal secu rities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the sta ff of the Division of Corporati on Finance in our review of your filing or in response to our comments on your filing. You may contact me at (202) 551-3604 or Brian Cascio, Br anch Chief, at (202) 551- 3676, if you have any questions regarding commen ts on the financial statements and related matters. You may also contact Martin James, Senior Assistant Chief Accountant, at (202) 551- 3671 with any other questions. S i n c e r e l y , K a t e T i l l a n Assistant Chief Accountant
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 6010
September 24, 2007
VIA U.S. MAIL AND FACSIMILE ((510) 505-2101)
Ms. Debra A. Young Vice President and Chief Financial Officer Vermillion, Inc. 6611 Dumbarton Circle Fremont, California 94555
Re: Vermillion, Inc.
Form 10-K for the fiscal year ended December 31, 2006
Filed April 2, 2007
File No. 000-31617
Dear Ms. Young:
We have reviewed your filing and have the following comments. We have limited our
review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents. In our comments, we ask you to provide us with
information so we may better understand your disclosu re. Please be as detailed as necessary in
your explanation. After review ing this information, we ma y raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filings. We look forward to working with you in these respects. We welcome any
questions you may have about our comments or on any other aspect of our review. Feel free to
call us at the telephone numbers lis ted at the end of this letter.
Ms. Debra A. Young
Vermillion, Inc.
September 24, 2007 Page 2 Form 10-K for the Fiscal Year Ended December 31, 2006
Consolidated Financial Statements, page 42
Note 6. Gain on Sale of Instrument Business, page 57
1. We note that you completed the sale of your protein research tool s and collaborative
services business to Bio-Rad Laboratories, Inc. on November 13, 2006. Please tell us
about your consideration of paragraphs 41- 42 of SFAS 144. Please be sufficiently
detailed in your response.
Note 11. Long-term Debt and Capital Leases, page 62
2. We note that you issued 7.0% convertible senior notes due 2011 on November 15, 2006.
Please tell us about your assessment of the em bedded features within the convertible debt
under SFAS 133. Please be sufficiently detailed in your response.
As appropriate, please respond to these comments within 10 business days or tell us when
you will provide us with a response. Please furn ish a letter that keys your responses to our
comments and provides any requested information. De tailed letters greatly f acilitate our review.
Please understand that we may have additional co mments after reviewing your responses to our
comments.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision. Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.
Ms. Debra A. Young
Vermillion, Inc. September 24, 2007 Page 3
In connection with responding to our comment s, 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.
You may contact me at (202) 551-3604 or Brian Cascio, Br anch Chief, at (202) 551-
3676, if you have any questions regarding commen ts on the financial statements and related
matters. You may also contact Martin James, Senior Assistant Chief Accountant, at (202) 551-
3671 with any other questions. S i n c e r e l y , K a t e T i l l a n Assistant Chief Accountant