SEC Company Response from Protalix BioTherapeutics, Inc. (PLX) (CIK 0001006281) (PLX) — Sep 24, 2007
Protalix BioTherapeutics, Inc. (PLX) (CIK 0001006281)
Date: Sept. 24, 2007 · CIK: 0001006281 · Accession: 0000950136-07-006609
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-144801
Referenced dates: August 7, 2007
Letter
Securities and Exchange Commission Division of Corporate Finance Protalix BioTherapeutics, Inc. Registration Statement on Form S-3 Filed July 24, 2007 File No. 333-144801
Dear Mr. Belliston:
On behalf of our client, Protalix BioTherapeutics, Inc., a Florida corporation (the “Company”), enclosed please find for review by the Securities and Exchange Commission (the “Commission”) copies of Amendment No. 1 and Amendment No. 2 to the Company’s Registration Statement on Form S-3 (File No. 333-144801) (the “Registration Statement”). The Registration Statement was initially filed with the Commission on July 24, 2007. On September 24, 2007, the Company filed Amendment No. 1 to the Registration Statement with the Commission in response to the comments of the staff of the Commission (the “Staff”) that were contained in your letter (the “Comment Letter”) dated August 7, 2007. On September 24, 2007, the Company also filed Amendment No. 2 to the Registration Statement solely for the purpose of correcting an error in the date of the auditor’s consent.
Responses to Comment Letter
The following are the Company’s responses to the issues and questions raised by the Staff in the Comment Letter. We have noted the Staff’s comments below in bold face type and the responses in regular type.
Securities and Exchange Commission
September 24, 2007
Page 2
General
1.
We note you have a confidential treatment request that is outstanding. The request will need to be granted prior to the effectiveness of this registration statement.
In response to the Staff’s comment, the Company has amended its confidential treatment request to the Commission. We subsequently we received a telephone call from John Fieldsend of the Staff in which he indicated that the Staff had no further questions or comments to the confidential treatment request and that the request was granted by the Commission.
2.
We note the registration statement covers a primary offering and a secondary offering. Please revise throughout the filing, including in the registration fee table, to specify the dollar amount for each offering and the number of shares for the secondary offering.
In response to the Staff’s comment, the Company has revised the registration fee table to reflect the fact that the Registration Statement covers both a primary offering and a secondary offering.
Selling Securityholders, page 8
3.
Please provide the information required by Item 507 of Regulation S-K in a pre-effective amendment. You do not appear to be eligible to provide this information in prospectus supplements or post-effect amendments because it appears you do not satisfy the conditions of Rule 430B(b).
In response to the Staff’s comment, the Company has included the information required by Item 507 of Regulation S-K in the Selling Securityholder section of the Registration Statement.
* * *
The Company would be grateful if the Staff would provide any comments to the revised Registration Statement at its earliest convenience so that the Company may provide any additional responses required.
Securities and Exchange Commission
September 24, 2007
Page 3
We thank you in advance for your time and attention to these amendments, as well as to our comments. Should you wish to discuss the enclosed materials at any time, please do not hesitate to contact James Tanenbaum at (212) 468-8163 or Joseph Magnas at (212) 336-4170 of
Morrison & Foerster LLP.
Sincerely,
/s/ James R. Tanenbaum
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CORRESP 1 filename1.htm 1290 AVENUE OF THE AMERICAS NEW YORK, NY 10104-0050 TELEPHONE: 212.468.8000 FACSIMILE: 212.468.7900 WWW.MOFO.COM MORRISON & FOERSTER LLP NEW YORK, SAN FRANCISCO, LOS ANGELES, PALO ALTO, SAN DIEGO, WASHINGTON, D.C. DENVER, NORTHERN VIRGINIA, ORANGE COUNTY, SACRAMENTO, WALNUT CREEK, CENTURY CITY TOKYO, LONDON, BEIJING, SHANGHAI, HONG KONG, SINGAPORE, BRUSSELS Writer's Direct Contact 212.468-8163 JTanenbaum@mofo.com September 24, 2007 Mr. Greg Belliston Securities and Exchange Commission Division of Corporate Finance Mail Stop 6010 100 F Street, N.E. Washington, D.C. 20549 Re: Protalix BioTherapeutics, Inc. Registration Statement on Form S-3 Filed July 24, 2007 File No. 333-144801 Dear Mr. Belliston: On behalf of our client, Protalix BioTherapeutics, Inc., a Florida corporation (the “Company”), enclosed please find for review by the Securities and Exchange Commission (the “Commission”) copies of Amendment No. 1 and Amendment No. 2 to the Company’s Registration Statement on Form S-3 (File No. 333-144801) (the “Registration Statement”). The Registration Statement was initially filed with the Commission on July 24, 2007. On September 24, 2007, the Company filed Amendment No. 1 to the Registration Statement with the Commission in response to the comments of the staff of the Commission (the “Staff”) that were contained in your letter (the “Comment Letter”) dated August 7, 2007. On September 24, 2007, the Company also filed Amendment No. 2 to the Registration Statement solely for the purpose of correcting an error in the date of the auditor’s consent. Responses to Comment Letter The following are the Company’s responses to the issues and questions raised by the Staff in the Comment Letter. We have noted the Staff’s comments below in bold face type and the responses in regular type. Securities and Exchange Commission September 24, 2007 Page 2 General 1. We note you have a confidential treatment request that is outstanding. The request will need to be granted prior to the effectiveness of this registration statement. In response to the Staff’s comment, the Company has amended its confidential treatment request to the Commission. We subsequently we received a telephone call from John Fieldsend of the Staff in which he indicated that the Staff had no further questions or comments to the confidential treatment request and that the request was granted by the Commission. 2. We note the registration statement covers a primary offering and a secondary offering. Please revise throughout the filing, including in the registration fee table, to specify the dollar amount for each offering and the number of shares for the secondary offering. In response to the Staff’s comment, the Company has revised the registration fee table to reflect the fact that the Registration Statement covers both a primary offering and a secondary offering. Selling Securityholders, page 8 3. Please provide the information required by Item 507 of Regulation S-K in a pre-effective amendment. You do not appear to be eligible to provide this information in prospectus supplements or post-effect amendments because it appears you do not satisfy the conditions of Rule 430B(b). In response to the Staff’s comment, the Company has included the information required by Item 507 of Regulation S-K in the Selling Securityholder section of the Registration Statement. * * * The Company would be grateful if the Staff would provide any comments to the revised Registration Statement at its earliest convenience so that the Company may provide any additional responses required. Securities and Exchange Commission September 24, 2007 Page 3 We thank you in advance for your time and attention to these amendments, as well as to our comments. Should you wish to discuss the enclosed materials at any time, please do not hesitate to contact James Tanenbaum at (212) 468-8163 or Joseph Magnas at (212) 336-4170 of Morrison & Foerster LLP. Sincerely, /s/ James R. Tanenbaum James R. Tanenbaum cc: David Aviezer, Ph.D. Protalix BioTherapeutics, Inc. Enclosures