SEC Comment Letter for SOCKET MOBILE, INC. (SCKT) (CIK 0000944075) (SCKT) — Jul 9, 2009
SOCKET MOBILE, INC. (SCKT) (CIK 0000944075)
Date: July 9, 2009 · CIK: 0000944075 · Accession: 0000000000-09-036470
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 4561 July 9, 2009 David W. Dunlap, Chief Financial Officer Socket Mobile, Inc. 39700 Eureka Drive Newark, CA 94560 Re: Socket Mobile, Inc. Registration Statement on Form S-3 Filed June 12, 2009 Dear Mr. Dunlap:
We have limited our review of your filing to those issues we have addressed in our comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we w ill consider your explanation as to why our comment is inapplicable or a revision is unneces sary. Please be as detailed as necessary in your explanation. In some of our comme nts, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments. Please understand that the purpose of our re view 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 comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter Risk Factors
“The global economic financial crisis may con tinue to have an impact . . . ,” page 3
1. The paragraph under this heading states in general terms that you may have difficulty maintaining compliance with your existing bank covenants in order to retain your line of credit. It appears that the recent covenant defaults and the potential risks to investor s associated with non-complia nce should be presented in a prominently placed, separately captione d risk factor. Such a separately captioned risk factor should alert stockholde rs to your recent failures to maintain the minimum liquidity based upon the “adju sted quick ratio” covenant for the months of April and May. Y our risk factors should pr ovide specific, quantitative
David. W. Dunlap Socket Mobile, Inc. July 9, 2009 Page 2 information that relates to the uncertainties and conditions that present the risks to investors that you identify. To the extent that a materially complete discussion of recent covenant defaults and related ma tters would require text that is too extensive for the risk factors section, you should provide the detailed information in the body of the prospectus in a section that is cross-re ferenced in the separately captioned risk factor. Part II. Information Not Required in Prospectus
Item 17. Undertakings, page II-2
2. Please explain to us why you have incl uded the undertaking provided by Item 512(i) of Regulation S-K.
****
As appropriate, please amend your filing in response to these comments. Each responsive amendment should also include a marked copy of the amended filing that conforms with the provisions of Rule 310 of Regulation S-T. Marked copies such as those in HTML format that show changes w ithin paragraphs help us to expedite our review. Please furnish a cover letter with each amendment that keys your responses to our comments and provides any requested in formation. Detailed cover letters greatly facilitate our review. Please understand th at 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 to be certain that the filing includes all in formation required under the Securities Act of 1933 and the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possessi on of all facts relating to a company’s disclosure, they are responsible for the accur acy and adequacy of the disclosures they have made. Notwithstanding our comment, in the even t the company requests acceleration of the effective date of the registration statemen t, it should furnish a le tter, at the time of such request, acknowledging that: should the Commission or the staff, acting purs uant to delegated authority, declare the filing effective, it does not foreclose th e Commission from taking any action with respect to the filing;
David. W. Dunlap Socket Mobile, Inc. July 9, 2009 Page 3 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and the company may not assert staff comments a nd the declaration of effectiveness 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 advi sed that the Division of En forcement has access to all information you provide to the staff of the Di vision of Corporation Finance in connection with our review of your filing or in response to our comments on your filing. We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are aware of their respective re sponsibilities under the S ecurities Act of 1933 and the Securities Exchange Act of 1934 as they rela te to the proposed public offering of the securities specified in the above registration statement. We will act on the request and, pursuant to delegated authority, grant acce leration of the effective date. We direct your attention to Rule 461 regarding requesti ng acceleration of a registration statement. Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date. Please contact Kevin Dougherty at (202) 551-3271 with any questions. If you require further assistance you may contact me at (202) 551-3462. In addition, you may contact the Assistant Director , Barbara C. Jacobs, at (202 ) 551- 3735 if your thereafter have any other questions.
S i n c e r e l y ,
Mark P. Shuman B r a n c h C h i e f - L e g a l cc: Via Facsimile (650) 493-6811
Herbert P. Fockler, Esq. Wilson Sonsini Goodrich & Rosati Professional Corporation
Show Raw Text
Mail Stop 4561
July 9, 2009
David W. Dunlap, Chief Financial Officer Socket Mobile, Inc. 39700 Eureka Drive Newark, CA 94560
Re: Socket Mobile, Inc.
Registration Statement on Form S-3 Filed June 12, 2009
Dear Mr. Dunlap:
We have limited our review of your filing to those issues we have addressed in
our comments. Where indicated, we think you should revise your document in response
to these comments. If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary. Please be as detailed as necessary
in your explanation. In some of our comme nts, we may ask you to provide us with
information so we may better understand your disclosure. After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view 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 comments or any other aspect of our
review. Feel free to call us at the telephone numbers listed at the end of this letter
Risk Factors
“The global economic financial crisis may con tinue to have an impact . . . ,” page 3
1. The paragraph under this heading states in general terms that you may have
difficulty maintaining compliance with your existing bank covenants in order to
retain your line of credit. It appears that the recent covenant defaults and the
potential risks to investor s associated with non-complia nce should be presented in
a prominently placed, separately captione d risk factor. Such a separately
captioned risk factor should alert stockholde rs to your recent failures to maintain
the minimum liquidity based upon the “adju sted quick ratio” covenant for the
months of April and May. Y our risk factors should pr ovide specific, quantitative
David. W. Dunlap
Socket Mobile, Inc. July 9, 2009 Page 2
information that relates to the uncertainties and conditions that present the risks to
investors that you identify. To the extent that a materially complete discussion of
recent covenant defaults and related ma tters would require text that is too
extensive for the risk factors section, you should provide the detailed information
in the body of the prospectus in a section that is cross-re ferenced in the separately
captioned risk factor.
Part II. Information Not Required in Prospectus
Item 17. Undertakings, page II-2
2. Please explain to us why you have incl uded the undertaking provided by Item
512(i) of Regulation S-K.
****
As appropriate, please amend your filing in response to these comments. Each
responsive amendment should also include a marked copy of the amended filing that conforms with the provisions of Rule 310 of Regulation S-T. Marked copies such as
those in HTML format that show changes w ithin paragraphs help us to expedite our
review. Please furnish a cover letter with each amendment that keys your responses to
our comments and provides any requested in formation. Detailed cover letters greatly
facilitate our review. Please understand th at 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 to be certain that the filing includes all in formation required under
the Securities Act of 1933 and the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision. Since the
company and its management are in possessi on of all facts relating to a company’s
disclosure, they are responsible for the accur acy and adequacy of the disclosures they
have made.
Notwithstanding our comment, in the even t the company requests acceleration of
the effective date of the registration statemen t, it should furnish a le tter, at the time of
such request, acknowledging that: should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;
David. W. Dunlap
Socket Mobile, Inc. July 9, 2009 Page 3
the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and
the company may not assert staff comments a nd the declaration of effectiveness 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 advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement. We will act on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rule 461 regarding requesti ng acceleration of a
registration statement. Please allow adequate time after the filing of any amendment for
further review before submitting a request for acceleration. Please provide this request at
least two business days in advance of the requested effective date.
Please contact Kevin Dougherty at (202) 551-3271 with any questions. If you
require further assistance you may contact me at (202) 551-3462. In addition, you may
contact the Assistant Director , Barbara C. Jacobs, at (202 ) 551- 3735 if your thereafter
have any other questions.
S i n c e r e l y ,
Mark P. Shuman B r a n c h C h i e f - L e g a l
cc: Via Facsimile (650) 493-6811
Herbert P. Fockler, Esq. Wilson Sonsini Goodrich & Rosati Professional Corporation