SEC Company Response from GLOBIX CORP (CIK 0001003111) — May 24, 2005
GLOBIX CORP (CIK 0001003111)
Date: May 24, 2005 · CIK: 0001003111 · Accession: 0001019687-05-001488
AI Filing Summary & Sentiment
File numbers found in text: 333-113857, 333-119666
Referenced dates: April 23, 2004
Letter
May 24, 2005 VIA FEDEX AND EDGAR ------------------- Securities and Exchange Commission Division of Corporation Finance 450 Fifth Street, N.W. Washington, D.C. 20549 Attention: Barbara C. Jacobs
Re: GLOBIX CORPORATION FORM S-3 ------------------
Dear Ms. Jacobs:
On behalf of Globix Corporation, a Delaware corporation ("Globix"), we hereby submit for filing under the Securities Act of 1933 a Registration Statement on Form S-3 (the "S-3 Registration Statement") relating to the sale of shares of Globix common stock by certain selling stockholders.
The disclosure in the S-3 Registration Statement is based on Globix's Registration Statement on Form S-4 (File No. 333-119666) that was declared effective on February 14, 2005, but has been updated to reflect the completion of the merger with NEON Communications, Inc. that was the subject of the Registration Statement on Form S-4.
As indicated in the S-3 Registration Statement, certain of the selling stockholders are registered broker-dealers or affiliated with registered broker-dealers. None of these selling stockholders received their shares as compensation. The S-3 Registration Statement indicates that these selling stockholders may be deemed underwriters with respect to the offering. As disclosed in the S-3 Registration Statement, Globix has been informed that the shares to be sold by these selling stockholders were acquired in the ordinary course of business of these selling stockholders, and at the time of the acquisition of the shares, these selling stockholders had no arrangements with any other parties for the distribution of the shares.
875 Third Avenue | New York, NY 10022 | T 212 829 3600 F 212 829 3601 -------------------------------------------------------------------------------- Boston Greenwich Hartford New York Stamford WWW.DBH.COM
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Securities and Exchange Commission Page -2- May 24, 2005
Globix has notified each selling stockholder of the position set forth in the Telephone Interpretation Manual A. 65.
Globix believes that the foregoing is responsive to comments 27 and 28 of the Staff of the Securities and Exchange Commission in the comment letter dated April 23, 2004 relating to Globix's Registration Statement on Form S-1 (File No. 333-113857) filed on March 23, 2004. Globix has requested withdrawal of the Registration Statement on Form S-1. The remainder of the comments to the Registration Statement on Form S-1 were addressed in the Registration Statement on Form S-4 or (in the case of comments 4 and 26) are no longer applicable because only shares of common stock, and not senior notes, are covered by the S-3 Registration Statement.
Should you have any questions or comments with respect to the foregoing, please do not hesitate to contact the undersigned at (212) 829-3605 or Sharon Niles-Spencer at (203) 977-7436.
Very truly yours,
/s/ Bonnie J. Roe
Show Raw Text
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Day, Berry & Howard LLP
COUNSELLORS AT LAW
Bonnie J. Roe
Direct Dial: (212) 829-3605
E-mail: bjroe@dbh.com
May 24, 2005
VIA FEDEX AND EDGAR
-------------------
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Barbara C. Jacobs
Re: GLOBIX CORPORATION
FORM S-3
------------------
Dear Ms. Jacobs:
On behalf of Globix Corporation, a Delaware corporation ("Globix"), we
hereby submit for filing under the Securities Act of 1933 a Registration
Statement on Form S-3 (the "S-3 Registration Statement") relating to the sale of
shares of Globix common stock by certain selling stockholders.
The disclosure in the S-3 Registration Statement is based on Globix's
Registration Statement on Form S-4 (File No. 333-119666) that was declared
effective on February 14, 2005, but has been updated to reflect the completion
of the merger with NEON Communications, Inc. that was the subject of the
Registration Statement on Form S-4.
As indicated in the S-3 Registration Statement, certain of the selling
stockholders are registered broker-dealers or affiliated with registered
broker-dealers. None of these selling stockholders received their shares as
compensation. The S-3 Registration Statement indicates that these selling
stockholders may be deemed underwriters with respect to the offering. As
disclosed in the S-3 Registration Statement, Globix has been informed that the
shares to be sold by these selling stockholders were acquired in the ordinary
course of business of these selling stockholders, and at the time of the
acquisition of the shares, these selling stockholders had no arrangements with
any other parties for the distribution of the shares.
875 Third Avenue | New York, NY 10022 | T 212 829 3600 F 212 829 3601
--------------------------------------------------------------------------------
Boston Greenwich Hartford New York Stamford WWW.DBH.COM
<PAGE>
Securities and Exchange Commission
Page -2-
May 24, 2005
Globix has notified each selling stockholder of the position set forth
in the Telephone Interpretation Manual A. 65.
Globix believes that the foregoing is responsive to comments 27 and 28
of the Staff of the Securities and Exchange Commission in the comment letter
dated April 23, 2004 relating to Globix's Registration Statement on Form S-1
(File No. 333-113857) filed on March 23, 2004. Globix has requested withdrawal
of the Registration Statement on Form S-1. The remainder of the comments to the
Registration Statement on Form S-1 were addressed in the Registration Statement
on Form S-4 or (in the case of comments 4 and 26) are no longer applicable
because only shares of common stock, and not senior notes, are covered by the
S-3 Registration Statement.
Should you have any questions or comments with respect to the
foregoing, please do not hesitate to contact the undersigned at (212) 829-3605
or Sharon Niles-Spencer at (203) 977-7436.
Very truly yours,
/s/ Bonnie J. Roe
cc: Peter K. Stevenson
GLOBIX CORPORATION
Robert M. Dennerlein
GLOBIX CORPORATION
James C. Schroeder, Esq.
GLOBIX CORPORATION
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