SEC Comment Letter for Aspira Women's Health Inc. (AWHL) (CIK 0000926617) (AWHL) — Jan 23, 2013
Aspira Women's Health Inc. (AWHL) (CIK 0000926617)
Date: Jan. 23, 2013 · CIK: 0000926617 · Accession: 0000000000-13-004002
AI Filing Summary & Sentiment
Reasoning
Referenced dates: May 22, 2012
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE January 23, 2013 Via E -Mail Robert Claassen , Esq. Paul Hastings LLP 1117 S. California Avenue Palo Alto, CA 94304
Re: Vermillion , Inc. Amended Preliminary Proxy Statement on Schedule 14A Filed on January 18, 2013 File No. 1 -34810
Dear Mr. Claassen :
We have reviewed your filing and have the following comment s.
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 believe our comment s apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any am endment to your filing and the informatio n you provide in response to the se comment s, we may have additional comments.
Schedule 14A
General
1. We note that you state that Mr. Goggin was found by the Delaware Chancery Court to have “illegally falsified documents ” and “otherwise engaged in litigation misconduct. ” Please revise to avoid issuing statements in your soliciting materials that directly or indirectly impugn the character, integrity or personal reputation or make charges of illegal, improper or immoral conduct without factual foundation. Disclose the factual founda tion for such assertions or delete the statements in future solicitations. In this regard, note that the factual foundation for such assertions must be reasonable. Refer to Rule 14a -9.
Robert Claass en, Esq. Paul Hastings LLP January 23, 201 3 Page 2
Quorum Abstentions; Broker Non -Votes, page 2
2. Please revise the last paragraph regarding broker non -votes since the proxy solicitation is contested and broker non -votes will not be counted for quorum purposes .
Proposal Four: Approval of an Amendment and Restatemen t…, page 40
3. We note your response to comment four in our letter dated May 22, 2012 . Please revise to include the tabular information required by Item 10(a)(2) of Schedule 14A.
Please direct any questions to me at (202) 551 -3411 . You may also con tact me via facsimile at (202) 772 -9203. Please send all correspondence to us at the following ZIP code: 20549 -3628.
Sincerely ,
/s/ Peggy Kim
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
January 23, 2013
Via E -Mail
Robert Claassen , Esq.
Paul Hastings LLP
1117 S. California Avenue
Palo Alto, CA 94304
Re: Vermillion , Inc.
Amended Preliminary Proxy Statement on Schedule 14A
Filed on January 18, 2013
File No. 1 -34810
Dear Mr. Claassen :
We have reviewed your filing and have the following comment s.
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 believe
our comment s apply to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.
After reviewing any am endment to your filing and the informatio n you provide in response
to the se comment s, we may have additional comments.
Schedule 14A
General
1. We note that you state that Mr. Goggin was found by the Delaware Chancery Court to
have “illegally falsified documents ” and “otherwise engaged in litigation misconduct. ”
Please revise to avoid issuing statements in your soliciting materials that directly or
indirectly impugn the character, integrity or personal reputation or make charges of
illegal, improper or immoral conduct without factual foundation. Disclose the factual
founda tion for such assertions or delete the statements in future solicitations. In this
regard, note that the factual foundation for such assertions must be reasonable. Refer to
Rule 14a -9.
Robert Claass en, Esq.
Paul Hastings LLP
January 23, 201 3
Page 2
Quorum Abstentions; Broker Non -Votes, page 2
2. Please revise the last paragraph regarding broker non -votes since the proxy solicitation is
contested and broker non -votes will not be counted for quorum purposes .
Proposal Four: Approval of an Amendment and Restatemen t…, page 40
3. We note your response to comment four in our letter dated May 22, 2012 . Please revise
to include the tabular information required by Item 10(a)(2) of Schedule 14A.
Please direct any questions to me at (202) 551 -3411 . You may also con tact 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