SecProbe.io

CORRESP
1
filename1.htm

corresp

    DLA Piper Rudnick Gray Cary US LLP

    6225 Smith Avenue

    Baltimore, Maryland 21209-3600

    T 410.580.3000

    F 410.580.3001

    W www.dlapiper.com

    Jason C. Harmon

    jason.harmon@dlapiper.com

    T 410.580.4170 F 410.580.3170

September 8, 2005

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Brad Skinner

    Stathis Kouninis

    Marc Thomas

    Re:

    Visual Networks, Inc.

    Form 10-K for the Year Ended December 31, 2004, Filed March 16, 2005

Form 10-Q for the Quarter Ended March 31, 2005, Filed May 6, 2005

Form 10-Q for the Quarter Ended June 30, 2005, Filed August 9, 2005

File No. 0-23699

Ladies and Gentlemen:

     This letter is submitted on behalf of Visual Networks, Inc. (“Visual Networks”) in response to
comments raised by the Staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) in the letter from Brad Skinner dated August 26, 2005 to Lawrence Barker, Visual
Networks’ President and Chief Executive Officer. The responses to the Staff’s comments are set
forth below, with each paragraph numbered to correspond to the numbered comments set forth in the
letter. For your convenience, your comments have been reproduced in bold below, together with the
responses of Visual Networks.

Form 10-K for the Year Ended December 31, 2004

Item 9A. Controls and Procedures

Management’s Report on Internal Control Over Financial Reporting, page 32

    1.

    We note that Grant Thornton’s attestation report, dated February 28, 2005, on your

Securities and Exchange Commission

September 8, 2005

Page 2

internal control over financial reporting (ICOFR) is dated prior to the report on your assessment
of your ICOFR, which is dated March 15, 2005. Please explain how your auditor was able to
audit your assessment of your ICOFR when your report on ICOFR was not available at the time of
your auditor’s attestation report.

Response: Visual Network’s management completed its assessment work of its ICOFR and
prepared its form of report prior to February 28, 2005. Management’s form of report was
reviewed by Grant Thornton on or before the date of Grant Thornton’s report and management’s
report was not substantively changed after that date. In future filings, Visual Networks
will ensure that its report on its assessment of ICOFR is dated on or before the date of the
auditor’s attestation report.

Rule 13A-14(a)/15D-14(a) Certifications, pages 49 and 50

    2.

    We note from the disclosures on page 32 that your management, with the participation of your
principal and executive principal financial officers completed the evaluation of the
effectiveness of your ICOFR as of the end of the year ended December 31, 2004. However, it
appears that the certification of your principal officers did not properly address matters
related to your ICOFR under exhibits 31.1 and 31.2 of this report. Please tell us how you
considered the disclosure requirements of Exchange Act Rule 13a-14(a) and 15d-14(a) and the
related exhibits under Item 601 of Regulation S-K.

    Response: As noted on page 32, Visual Networks’ management completed its evaluation
of the effectiveness of its ICOFR. No changes in Visual Networks’ ICOFR occurred during the
fourth quarter of 2004 that materially affected, or were reasonably likely to materially
affect, Visual Networks’ ICOFR. However, Visual Networks inadvertently omitted the matters
related to ICOFR in the certifications in Exhibits 31.1 and 32.2 to its Form 10-K. Visual
Networks included the matters related to ICOFR in the certifications filed with its
Quarterly Reports on Form 10-Q for the periods ended March 31, 2005 and June 30, 2005. In
future filings, Visual Networks will properly address the matters related to ICOFR in its
Exhibits 31.1 and 31.2.

Form 10-Q for the Quarter Ended March 31, 2005

Form 10-Q for the Quarter Ended June 30, 2005

    3.

    We note your disclosure that your CEO and CFO have concluded that, as of the Evaluation
Date, your disclosure controls and procedures are effective at the reasonable assurance
level in recording, processing, summarizing and reporting the information required to be
disclosed under this report. Please tell us whether your officers concluded that your
disclosure controls and procedures are also effective to ensure that information required to
be disclosed in the reports that you file or

Securities and Exchange Commission

September 8, 2005

Page 3

    submit under the Exchange Act is accumulated and communicated to your management, including your
chief executive officer and chief financial officer, to allow timely decisions regarding
required disclosure. See Exchange Act Rule 13a-15(e).

    Response: Visual Networks supplementally advises the Staff that its chief executive
officer and chief financial officer have concluded that Visual Networks’ disclosure controls
and procedures are effective to ensure that information required to be disclosed in the
reports that Visual Networks files or submits under the Exchange Act is accumulated and
communicated to Visual Networks’ management, including its chief executive officer and chief
financial officer, to allow timely decisions regarding required disclosure. In future
filings, Visual Networks will include this disclosure.

    4.

    We note that your disclosure controls and procedures are designed to provide reasonable
assurance that the information required to be disclosed in this “Quarterly report on Form
10-Q” has been appropriately recorded, processed, summarized and reported. Please confirm, if
true, that your disclosure controls and procedures are designed to provide reasonable
assurance that the information required to be disclosed by you in all of the reports that you
file or submit under the Exchange Act is recorded, processed, summarized and reported, within
the time periods specified in the Commission’s rules and forms. See Exchange Act Rule
13a-15(e).

    Response: Visual Networks supplementally advises the Staff that its disclosure
controls and procedures are designed to provide reasonable assurance that the information
required to be disclosed by Visual Networks in all of the reports that it files or submits
under the Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the Commission’s rules and forms. In future filings, Visual Networks
will include this disclosure.

     Thank you very much for your attention to this matter. We hope that
our responses to your comments address the issues raised in your letter and would be happy to
discuss with you any remaining questions or concerns you may have. Please contact me at (410)
580-4170 should you have any questions concerning this letter or require further information.

    Sincerely,

    /s/ Jason C. Harmon

    Jason C. Harmon