SEC Comment Letter for Aspira Women's Health Inc. (AWHL) (CIK 0000926617) (AWHL) — May 8, 2012
Aspira Women's Health Inc. (AWHL) (CIK 0000926617)
Date: May 8, 2012 · CIK: 0000926617 · Accession: 0000000000-12-023719
AI Filing Summary & Sentiment
Reasoning
Referenced dates: May 1, 2012
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE May 7, 2012 By E-Mail Eric Simonson, Esq. Blank Rome LLP The Chrysler Building 405 Lexington Avenue New York, NY 10174-0208 Re: Vermillion, Inc. Amended Preliminary Proxy Statemen t filed by György B. Bessenyei, Gregory V. Novak, and Robert S. Goggin Filed May 4, 2012 File No. 1-34810
Dear Mr. Simonson: We have reviewed your filing and have th e following comments. In some of our comments, we may ask you to prov ide us with information so we may better understand your disclosure. Please respond to this letter by amen ding your filing, by providing the requested information, or by advisi ng us when you will provid e the requested response. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your filing and the inform ation you provide in response to these comments, we may have additional comments. Preliminary Proxy Statement
Reasons for this Solicitation, page 2
1. We note your response to comment four in our letter dated May 1, 2012. Please revise to clarify that the Group Nominees’ plans could ch ange subject to their fiduciary duty to stockholders if elected. Other Matters that May Be Voted On, page 6
2. We note your response to comment eight in our letter dated May 1, 2012. In this regard, we note that if a proxy card is unmarked, then Proposal 3 will be voted in the discretion
Eric Simonson, Esq. Blank Rome LLP May 7, 2012 Page 2 of the named proxies or their substitutes. Please revise, here and on the proxy card, to state whether unmarked cards will be voted for or against, or will not be voted for Proposal 3. Refer to Rule 14a-4(b)(1). For guidance, see section V. of SEC Release 34- 16356 (November 21, 1979), which discussed the different interpretations of a signed, unmarked proxy and the need for shareholders to be advised as to how unmarked proxies will be voted, including whether for management or not.
Please direct any questions to me at ( 202) 551-3411. You may also contact me via facsimile at (202) 772-9203. Please send all corre spondence to us at the following ZIP code: 20549-3628. Sincerely, /s/ Peggy Kim Peggy Kim S p e c i a l C o u n s e l Office of Mergers & Acquisitions
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
May 7, 2012
By E-Mail
Eric Simonson, Esq. Blank Rome LLP The Chrysler Building 405 Lexington Avenue New York, NY 10174-0208
Re: Vermillion, Inc.
Amended Preliminary Proxy Statemen t filed by György B. Bessenyei,
Gregory V. Novak, and Robert S. Goggin Filed May 4, 2012 File No. 1-34810
Dear Mr. Simonson:
We have reviewed your filing and have th e following comments. In some of our
comments, we may ask you to prov ide us with information so we may better understand your
disclosure.
Please respond to this letter by amen ding your filing, by providing the requested
information, or by advisi ng us when you will provid e the requested response. If you do not believe
our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.
After reviewing any amendment to your filing and the inform ation you provide in response
to these comments, we may have additional comments.
Preliminary Proxy Statement
Reasons for this Solicitation, page 2
1. We note your response to comment four in our letter dated May 1, 2012. Please revise to
clarify that the Group Nominees’ plans could ch ange subject to their fiduciary duty to
stockholders if elected.
Other Matters that May Be Voted On, page 6
2. We note your response to comment eight in our letter dated May 1, 2012. In this regard,
we note that if a proxy card is unmarked, then Proposal 3 will be voted in the discretion
Eric Simonson, Esq.
Blank Rome LLP May 7, 2012 Page 2
of the named proxies or their substitutes. Please revise, here and on the proxy card, to
state whether unmarked cards will be voted for or against, or will not be voted for Proposal 3. Refer to Rule 14a-4(b)(1). For guidance, see section V. of SEC Release 34-
16356 (November 21, 1979), which discussed the different interpretations of a signed,
unmarked proxy and the need for shareholders to be advised as to how unmarked proxies
will be voted, including whether for management or not.
Please direct any questions to me at ( 202) 551-3411. You may also contact me via
facsimile at (202) 772-9203. Please send all corre spondence to us at the following ZIP code:
20549-3628. Sincerely, /s/ Peggy Kim Peggy Kim S p e c i a l C o u n s e l Office of Mergers & Acquisitions