SEC Comment Letter for TRANSMETA CORP (CIK 0001001193) — Jul 8, 2005
TRANSMETA CORP (CIK 0001001193)
Date: July 8, 2005 · CIK: 0001001193 · Accession: 0000000000-05-034914
AI Filing Summary & Sentiment
Letter
July 8, 2005 Via Facsimile and U.S. Mail Mr. John O`Hara Horsley Vice President and General Counsel Transmeta Corporation 3990 Freedom Circle Santa Clara, CA 95054
Re: Transmeta Corporation Item 4.01 Form 8-K Filed July 7, 2005 File No. 0-31803
Dear Mr. Horsley:
We have reviewed your filing and have the following comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with more information so we may better understand your disclosure. After reviewing this information, we may raise additional comments.
Please understand that the purpose of our review 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.
Form 8-K dated June 30, 2005
Item 4-01. Changes in Registrant`s Certifying Accountant
1. We note that Ernst & Young will resign at a future date. You will need to file an amendment to this Form 8-K disclosing the date that Ernst & Young ceased to be your principal accountant. We would expect your amendment to be able to state that there were no disagreements through June 30, 2005, and if true, that there are still no disagreements through the last day of their engagement. Please revise when appropriate.
2. We note that the filed Exhibit 16 letter from Ernst & Young states that they "have no basis to agree or disagree with other statements of the registrant . . . " or more specifically, the last sentence of the fourth paragraph. This statement indicates that your audit committee and management have discussed the material weaknesses identified in the report with them and authorized them to respond fully to any inquiries about these weaknesses as may be made by your successor principal accountant. Based on the content of this statement, Ernst & Young must either state that they agree with the statement or the extent to which they do not agree. Please revise.
* * * *
As appropriate, please amend your filing and respond to these comments within five business days or tell us when you will provide us with a response. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that 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 information required under 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 possession of all facts relating to a company`s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the disclosure in the filing;
* staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
* the company may not assert staff comments 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 advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.
If you have any questions, please call David Burton at (202) 551-3626.
Sincerely,
David Burton
Staff Accountant
Show Raw Text
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Mail Stop 6010
July 8, 2005
Via Facsimile and U.S. Mail
Mr. John O`Hara Horsley
Vice President and General Counsel
Transmeta Corporation
3990 Freedom Circle
Santa Clara, CA 95054
Re: Transmeta Corporation
Item 4.01 Form 8-K
Filed July 7, 2005
File No. 0-31803
Dear Mr. Horsley:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with more
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review 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.
Form 8-K dated June 30, 2005
Item 4-01. Changes in Registrant`s Certifying Accountant
1. We note that Ernst & Young will resign at a future date. You
will
need to file an amendment to this Form 8-K disclosing the date
that
Ernst & Young ceased to be your principal accountant. We would
expect your amendment to be able to state that there were no
disagreements through June 30, 2005, and if true, that there are
still no disagreements through the last day of their engagement.
Please revise when appropriate.
2. We note that the filed Exhibit 16 letter from Ernst & Young
states
that they "have no basis to agree or disagree with other
statements
of the registrant . . . " or more specifically, the last sentence
of
the fourth paragraph. This statement indicates that your audit
committee and management have discussed the material weaknesses
identified in the report with them and authorized them to respond
fully to any inquiries about these weaknesses as may be made by
your
successor principal accountant. Based on the content of this
statement, Ernst & Young must either state that they agree with
the
statement or the extent to which they do not agree. Please
revise.
* * * *
As appropriate, please amend your filing and respond to
these
comments within five business days or tell us when you will
provide
us with a response. You may wish to provide us with marked copies
of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information. Detailed cover letters
greatly
facilitate our review. Please understand that 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 information required under 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 possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments 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 advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
If you have any questions, please call David Burton at (202)
551-3626.
Sincerely,
David Burton
Staff Accountant
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Mr. John O'Hara Horsley
Transmeta Corporation
July 8, 2005
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