SEC Comment Letter for SMITH MICRO SOFTWARE, INC. (SMSI) (CIK 0000948708) (SMSI) — Jun 25, 2009
SMITH MICRO SOFTWARE, INC. (SMSI) (CIK 0000948708)
Date: June 25, 2009 · CIK: 0000948708 · Accession: 0000000000-09-033645
AI Filing Summary & Sentiment
Reasoning
Referenced dates: June 17, 2009, May 28, 2009
Letter
Mail Stop 4561 June 25, 2009 William W. Smith, Jr. President and Chief Executive Officer Smith Micro Software, Inc. 51 Columbia, Suite 200 Aliso Viejo, California 92656 Re: Smith Micro Software, Inc. Form 10-K for the fiscal year ended December 31, 2008 Filed on March 10, 2009 Form 10-K/A for the fiscal year ended December 31, 2008 Filed on April 29, 2009
Dear Mr. Smith: We have reviewed your response letter dated June 17, 2009 in connection with the above-referenced filing and have the following comments. Form 10-K for the fiscal year ended December 31, 2008
General
1. We note that your counsel, on behalf of the company, provided the acknowledgments we requested in your response to our letter dated May 28, 2009. Please note that the representations should come directly from the company. In your next response, please provide the representations directly from the company. Form 10-K/A for the fiscal year ended December 31, 2008
Item 11. Executive Compensation
Base Compensation, page 6
2. In response to comment 6, you state that the individual salary adjustments for the named executive officers “were not objectively determined, but instead reflect the Compensation Committee’s judgment with respect to each officer’s contributions and the other factors cited in the disclosure” and that you are unable to “specifically attribute individual contributions or changes in job responsibilities to
William W. Smith, Jr. Smith Micro Software, Inc. June 25, 2009 Page 2
specific decisions.” Please confirm that you will include similar disclosure, as applicable, in future filings. Cash Bonus Awards, page 7
3. We note your response to comment 7 that in future filings you will disclose the relative weighting of each performance objective used by the compensation committee for setting cash bonus awards, and will clarify how the cash bonuses for each named executive officer was calculated. Please provide us with any proposed revisions to your disclosure. 4. We note your response to prior comment 8 that Messrs. Sperling and Elliott’s specific performance objectives were tied to the successful integration of the company’s acquisition of PCTEL. In your response letter, please provide us with more detail about Messrs. Sperling and Elliott’s specific performance objectives. Please identify each of the objectives and explain how performance against each objective was evaluated. Please tell us if quantitative targets were established for any of the objectives and, if there were, please disclose those targets.
* * * * * You may contact Jan Woo, Staff Attorney, at (202) 551-3453 if you have any questions. If you require further assistance you may me at (202) 551-3456. If, thereafter, you require additional assistance, you may contact Barbara Jacobs, Assistant Director at (202) 551-3730. S i n c e r e l y , Matthew Crispino Staff Attorney cc: Via facsimile at (213) 457-8080
Allen Z. Sussman Reed Smith LLP
Show Raw Text
Mail Stop 4561 June 25, 2009 William W. Smith, Jr. President and Chief Executive Officer Smith Micro Software, Inc. 51 Columbia, Suite 200 Aliso Viejo, California 92656
Re: Smith Micro Software, Inc.
Form 10-K for the fiscal year ended December 31, 2008
Filed on March 10, 2009 Form 10-K/A for the fiscal year ended December 31, 2008 Filed on April 29, 2009
Dear Mr. Smith:
We have reviewed your response letter dated June 17, 2009 in connection with
the above-referenced filing and have the following comments. Form 10-K for the fiscal year ended December 31, 2008
General
1. We note that your counsel, on behalf of the company, provided the
acknowledgments we requested in your response to our letter dated May 28, 2009. Please note that the representations should come directly from the company. In your next response, please provide the representations directly from the company.
Form 10-K/A for the fiscal year ended December 31, 2008
Item 11. Executive Compensation
Base Compensation, page 6
2. In response to comment 6, you state that the individual salary adjustments for the
named executive officers “were not objectively determined, but instead reflect the Compensation Committee’s judgment with respect to each officer’s contributions and the other factors cited in the disclosure” and that you are unable to “specifically attribute individual contributions or changes in job responsibilities to
William W. Smith, Jr.
Smith Micro Software, Inc. June 25, 2009 Page 2
specific decisions.” Please confirm that you will include similar disclosure, as applicable, in future filings.
Cash Bonus Awards, page 7
3. We note your response to comment 7 that in future filings you will disclose the
relative weighting of each performance objective used by the compensation committee for setting cash bonus awards, and will clarify how the cash bonuses for each named executive officer was calculated. Please provide us with any proposed revisions to your disclosure.
4. We note your response to prior comment 8 that Messrs. Sperling and Elliott’s
specific performance objectives were tied to the successful integration of the company’s acquisition of PCTEL. In your response letter, please provide us with more detail about Messrs. Sperling and Elliott’s specific performance objectives. Please identify each of the objectives and explain how performance against each objective was evaluated. Please tell us if quantitative targets were established for any of the objectives and, if there were, please disclose those targets.
* * * * *
You may contact Jan Woo, Staff Attorney, at (202) 551-3453 if you have any
questions. If you require further assistance you may me at (202) 551-3456. If, thereafter, you require additional assistance, you may contact Barbara Jacobs, Assistant Director at (202) 551-3730.
S i n c e r e l y ,
Matthew Crispino Staff Attorney
cc: Via facsimile at (213) 457-8080
Allen Z. Sussman
Reed Smith LLP