SEC Comment Letter for Protalix BioTherapeutics, Inc. (PLX) (CIK 0001006281) (PLX) — Jan 18, 2007
Protalix BioTherapeutics, Inc. (PLX) (CIK 0001006281)
Date: Jan. 18, 2007 · CIK: 0001006281 · Accession: 0000000000-07-002725
AI Filing Summary & Sentiment
Reasoning
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-0303 DIVISION OF CORPORATION FINANCE January 17, 2007 Via Facsimile (212.336.4263) and U.S. Mail Joshua Goldstein, Esq. Morrison & Foerster LLP 1290 Avenue of the Americas New York, NY 10104
RE: Orthodontix, Inc. Schedule 14F-1 filed on December 18, 2006 File No. 005-50118
Dear Mr. Goldstein:
We have reviewed your filing and have th e 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 a comment is inapplicable or a revision is unnecessary. Please be as detailed as necessa ry in your explanation. In some of our comments, we may ask you to provide us with supplemental informati on so we may better understand your disclosure. After reviewing this information, we ma y or may not raise additional comments.
Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requir ements 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 fr ee to call us at the telephone numbers listed at th e end of this letter.
1. We note your response to prior comment 1. We note that Section 2.5(b) of the Agreement and Plan of Reorganization (Exhi bit 10.10 to the Form 8-K filed January 8, 2007) provides that shares of Protalix held by existing shareholders prior to the merger “will be converted into the ri ght to receive such number of shares of Parent Common Stock, which…shall constitute in the aggregate, 85% of the issued and outstanding share capital of the Parent upon th e Merger Effective Time” and that the Agreement requires the Parent to file an S-3 to register the re sale of such shares. While you have provided your analysis as to why you believe the Parent is not a party to the merger, despite the fact that the Parent is a party to the me rger agreement and is providing the merger consideration, it is unclear as to why the transaction would not be governed by the provisions applicable to a share exchange under FBCA 607.1102. Accordingly, please
January 17, 2007 Page 2
provide us with a reasoned opinion of counsel that addresses why shareholder approval was not required in these circumstances.
Please direct any questions to me at ( 202) 551-3636 or, in may absence, to Pam Carmody, Special Counsel, at (202) 551-3265. You may also contact me via facsimile at (202) 772-9203. Please send all correspo ndence to us at the following ZIP code: 20549-3628.
Very truly yours,
Adé K. Heyliger
Attorney-Advisor
Office of Mergers and Acquisitions
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303
DIVISION OF
CORPORATION FINANCE
January 17, 2007
Via Facsimile (212.336.4263) and U.S. Mail
Joshua Goldstein, Esq.
Morrison & Foerster LLP
1290 Avenue of the Americas
New York, NY 10104
RE: Orthodontix, Inc.
Schedule 14F-1 filed on December 18, 2006
File No. 005-50118
Dear Mr. Goldstein:
We have reviewed your filing and have th e 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 a comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessa ry in your explanation. In some of our comments, we may ask
you to provide us with supplemental informati on so we may better understand your disclosure.
After reviewing this information, we ma y or may not raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements 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 fr ee to call us at the
telephone numbers listed at th e end of this letter.
1. We note your response to prior comment 1. We note that Section 2.5(b) of the
Agreement and Plan of Reorganization (Exhi bit 10.10 to the Form 8-K filed January 8,
2007) provides that shares of Protalix held by existing shareholders prior to the merger
“will be converted into the ri ght to receive such number of shares of Parent Common
Stock, which…shall constitute in the aggregate, 85% of the issued and outstanding share
capital of the Parent upon th e Merger Effective Time” and that the Agreement requires
the Parent to file an S-3 to register the re sale of such shares. While you have provided
your analysis as to why you believe the Parent is not a party to the merger, despite the
fact that the Parent is a party to the me rger agreement and is providing the merger
consideration, it is unclear as to why the transaction would not be governed by the
provisions applicable to a share exchange under FBCA 607.1102. Accordingly, please
January 17, 2007
Page 2
provide us with a reasoned opinion of counsel that addresses why shareholder approval
was not required in these circumstances.
Please direct any questions to me at ( 202) 551-3636 or, in may absence, to Pam
Carmody, Special Counsel, at (202) 551-3265. You may also contact me via facsimile at (202)
772-9203. Please send all correspo ndence to us at the following ZIP code: 20549-3628.
Very truly yours,
Adé K. Heyliger
Attorney-Advisor
Office of Mergers and Acquisitions