SEC Comment Letter for Aspira Women's Health Inc. (AWHL) (CIK 0000926617) (AWHL) — Dec 20, 2012
Aspira Women's Health Inc. (AWHL) (CIK 0000926617)
Date: Dec. 20, 2012 · CIK: 0000926617 · Accession: 0000000000-12-068793
AI Filing Summary & Sentiment
Reasoning
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Decem ber 20, 2012 By E -Mail Eric Simonson , Esq. Blank Rome LLP The Chrysler Building 405 Lexington Avenue New York, NY 10174 -0208
Re: Vermillion , Inc. Preliminary Proxy Statement filed by György B. Bessenyei, Gregory V. Novak, and Robert S. Goggin Filed December 1 2, 2012 File No . 1-34810
Dear Mr. Simonson :
We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your filing, by providing the requested information, or by advising us when you will provide the requested response. If you do not belie ve 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 information you provide in response to these comments, we may ha ve additional comments.
Preliminary Proxy Statement
Proposal No. 1—Election of the Group Nominee as Director
1. We note that “in the event that a vacancy in the slate of Group Nominee should occur unexpectedly, the shares of Common Stock …will be voted for a substitute candida te selected by the Group. ” On the cover page of the proxy statement, however, you state that “if the Group Nominee is unable to serve, we expect that the members of the Company ’s Board of Directors will fill the vacancy. ” Please revise to reconcile the discrepancy in the disclosure.
Eric Simonson, Esq. Blank Rome LLP December 20 , 2012 Page 2
2. Please revise to describe the specific experience, qualifications, attributes or skills that led to the conclusion that the Grou p Nominee should be nominated to serve as a director . Refer to Item 401 (e)(1) of Regulation S -K, and corresponding Item 7( b) of Schedule 14A.
3. We note that the Group believes that Mr. Goggin would be considered “independent .” Please disclose whether Mr. Goggin is independent as defined under the Nasdaq listing rules .
Please direct any questions to me at (202) 551 -3411 . You may also contact me via facsimile at (202) 772 -9203. Please send all correspondence to us at the following ZIP code: 20549 -3628.
Sincerely ,
/s/ Peggy Kim
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Decem ber 20, 2012
By E -Mail
Eric Simonson , Esq.
Blank Rome LLP
The Chrysler Building
405 Lexington Avenue
New York, NY 10174 -0208
Re: Vermillion , Inc.
Preliminary Proxy Statement filed by György B. Bessenyei,
Gregory V. Novak, and Robert S. Goggin
Filed December 1 2, 2012
File No . 1-34810
Dear Mr. Simonson :
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to this letter by amending your filing, by providing the requested
information, or by advising us when you will provide the requested response. If you do not belie ve
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 information you provide in response
to these comments, we may ha ve additional comments.
Preliminary Proxy Statement
Proposal No. 1—Election of the Group Nominee as Director
1. We note that “in the event that a vacancy in the slate of Group Nominee should occur
unexpectedly, the shares of Common Stock …will be voted for a substitute candida te
selected by the Group. ” On the cover page of the proxy statement, however, you state
that “if the Group Nominee is unable to serve, we expect that the members of the
Company ’s Board of Directors will fill the vacancy. ” Please revise to reconcile the
discrepancy in the disclosure.
Eric Simonson, Esq.
Blank Rome LLP
December 20 , 2012
Page 2
2. Please revise to describe the specific experience, qualifications, attributes or skills that
led to the conclusion that the Grou p Nominee should be nominated to serve as a director .
Refer to Item 401 (e)(1) of Regulation S -K, and corresponding Item 7( b) of Schedule
14A.
3. We note that the Group believes that Mr. Goggin would be considered “independent .”
Please disclose whether Mr. Goggin is independent as defined under the Nasdaq listing
rules .
Please direct any questions to me at (202) 551 -3411 . You may also contact me via
facsimile at (202) 772 -9203. Please send all correspondence to us at the following ZIP code:
20549 -3628.
Sincerely ,
/s/ Peggy Kim
Peggy Kim
Special Counsel
Office of Mergers & Acquisitions