SEC Comment Letter for BIO KEY INTERNATIONAL INC (BKYI) (CIK 0001019034) (BKYI) — Aug 25, 2006
BIO KEY INTERNATIONAL INC (BKYI) (CIK 0001019034)
Date: Aug. 25, 2006 · CIK: 0001019034 · Accession: 0000000000-06-041380
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-115037, 333-120104
Letter
August 25, 2006 Michael W. DePasquale Chief Executive Officer BIO-key International, Inc. 3349 Highway 138 Building D, Suite B Wall, NJ 07719 Post-Effective Amendment No. 4 to Regi stration Statement on Form SB-2 File No. 333-115037 Filed August 2, 2006
Re: BIO-key International, Inc. Post-Effective Amendment No. 2 to Regi stration Statement on Form SB-2 File No. 333-120104 Filed August 2, 2006
Dear Mr. DePasquale:
We have limited our review of the above-refere nced filings to matte rs addressed in the following comments. Where indicated, we think you should revise your documents in response to these comments. If you disagree, we will consid er your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necess ary in your explanation. In some of our comments, we may ask you to pr ovide us with 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 ove rall disclosure in your filing. We look forward to working with you in these re spects. We welcome any questions you may have about our comments or any other aspect of our re view. Feel free to call us at the telephone numbers listed at the end of this letter.
Michael W. DePasquale BIO-key International, Inc. August 25, 2006 Page 2 Post-Effective Amendment No. 2 to Registration Statement on Form SB-2
General 1. Please ensure that your filing in cludes all required information and that the disclosure is provided as of the most recently practicable date prior to the filing of your next amendment. For example revise your filing to:
• include updated financial statements, cons ents and related disclosure pursuant to Item 310(g) of Regulation S-B; • update your beneficial ownership inform ation which is dated March 15, 2006; • disclose and discuss the transactions with the selling security holders as reported in your Form 8-K dated August 10, 2006.
Cover Page 2. The cover pages of each filing should inform inve stors that in addition to the shares being offered under that prospectus, a separate offeri ng of a specified number of additional shares is being concurrently conducted by means of other prospectuses. Please revise to disclose your concurrent offerings and to state the num ber of shares currently being offered under your other registration statements.
Selling Security Holders, page 79 3. Describe the basis for adding 42,335 additiona l shares issuable upon conversion of the secured convertible notes and 2,130,552 shar es issuable upon conversion of the subordinated convertible term notes that were not included in the original registration statement. In your response letter, explain w hy you believe that the addition of these shares in the manner porposed conforms to Rule 413. If the additional shares may be included by post-effective amendment, this section should clearly disclose for each selling security holder the transactions by which they received th eir shares subject to resale and specifically should be clear as to the reasons for, and th e transactions by which these additional shares were included. We note cross-references in your footnotes to other sections where the material terms of the transaction ar e contained may be appropriate.
Post-Effective Amendment No. 4 to Registration Statement on Form SB-2 4. Please revise your registration statement in conformity with any applicable portion of comments 1 and 2. * * * *
As appropriate, please amend your filings in re sponse to these comments. 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 res ponses to our comments a nd provides any requested
Michael W. DePasquale BIO-key International, Inc. August 25, 2006 Page 3 information. Detailed cover lette rs greatly facilitate our review . Please understand that we may have additional comments afte r 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 al l information required under the Securities Act of 1933 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possession of a ll facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Before the amended registration statement is declared effective pursuant to Section 8 of the Securities Act, the company should provide us with a letter, acknowledging that:
• should the Commission or the staff, acting pursua nt to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
• the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
• the company may not assert staff comments a nd the declaration of effectiveness 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 Enforcemen t has access to all information you provide to the staff of the Di vision of Corporation Finance in connection with our review of your filing or in response to our comments on your filing.
If you have any questions, please call Adam Halper at (202) 551- 3482. If you require additional assistance you may contact me at (202) 551-3462 or in my absence Barbara C. Jacobs, Assistant Director at (202) 551-3730.
S i n c e r e l y ,
M a r k P . S h u m a n B r a n c h C h i e f — L e g a l
cc: Via Facsimile Charles J. Johnson, Esq.
Michael W. DePasquale BIO-key International, Inc. August 25, 2006 Page 4 Facsimile: (617) 248-4000
Show Raw Text
Mail Stop 4561
August 25, 2006
Michael W. DePasquale
Chief Executive Officer
BIO-key International, Inc.
3349 Highway 138
Building D, Suite B
Wall, NJ 07719
Re: BIO-key International, Inc.
Post-Effective Amendment No. 2 to Regi stration Statement on Form SB-2
File No. 333-120104
Filed August 2, 2006
Post-Effective Amendment No. 4 to Regi stration Statement on Form SB-2
File No. 333-115037
Filed August 2, 2006
Dear Mr. DePasquale:
We have limited our review of the above-refere nced filings to matte rs addressed in the
following comments. Where indicated, we think you should revise your documents in response to
these comments. If you disagree, we will consid er your explanation as to why our comment is
inapplicable or a revision is unnecessary. Please be as detailed as necess ary in your explanation.
In some of our comments, we may ask you to pr ovide us with 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 ove rall disclosure in your filing.
We look forward to working with you in these re spects. We welcome any questions you may have
about our comments or any other aspect of our re view. Feel free to call us at the telephone
numbers listed at the end of this letter.
Michael W. DePasquale
BIO-key International, Inc.
August 25, 2006 Page 2
Post-Effective Amendment No. 2 to Registration Statement on Form SB-2
General
1. Please ensure that your filing in cludes all required information and that the disclosure is
provided as of the most recently practicable date prior to the filing of your next amendment.
For example revise your filing to:
• include updated financial statements, cons ents and related disclosure pursuant to
Item 310(g) of Regulation S-B;
• update your beneficial ownership inform ation which is dated March 15, 2006;
• disclose and discuss the transactions with the selling security holders as reported in
your Form 8-K dated August 10, 2006.
Cover Page
2. The cover pages of each filing should inform inve stors that in addition to the shares being
offered under that prospectus, a separate offeri ng of a specified number of additional shares
is being concurrently conducted by means of other prospectuses. Please revise to disclose
your concurrent offerings and to state the num ber of shares currently being offered under
your other registration statements.
Selling Security Holders, page 79
3. Describe the basis for adding 42,335 additiona l shares issuable upon conversion of the
secured convertible notes and 2,130,552 shar es issuable upon conversion of the
subordinated convertible term notes that were not included in the original registration
statement. In your response letter, explain w hy you believe that the addition of these shares
in the manner porposed conforms to Rule 413. If the additional shares may be included by
post-effective amendment, this section should clearly disclose for each selling security
holder the transactions by which they received th eir shares subject to resale and specifically
should be clear as to the reasons for, and th e transactions by which these additional shares
were included. We note cross-references in your footnotes to other sections where the
material terms of the transaction ar e contained may be appropriate.
Post-Effective Amendment No. 4 to Registration Statement on Form SB-2
4. Please revise your registration statement in conformity with any applicable portion of
comments 1 and 2.
* * * *
As appropriate, please amend your filings in re sponse to these comments. 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 res ponses to our comments a nd provides any requested
Michael W. DePasquale
BIO-key International, Inc.
August 25, 2006 Page 3
information. Detailed cover lette rs greatly facilitate our review . Please understand that we may
have additional comments afte r 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 al l information required under the Securities Act of
1933 and that they have provided all information investors require for an informed investment
decision. Since the company and its management are in possession of a ll facts relating to a
company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they
have made.
Before the amended registration statement is declared effective pursuant to Section 8 of the Securities Act, the company should provide us with a letter, acknowledging that:
• should the Commission or the staff, acting pursua nt to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the
filing;
• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and
• the company may not assert staff comments a nd the declaration of effectiveness 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 Enforcemen t has access to all information
you provide to the staff of the Di vision of Corporation Finance in connection with our review of
your filing or in response to our comments on your filing.
If you have any questions, please call Adam Halper at (202) 551- 3482. If you require
additional assistance you may contact me at (202) 551-3462 or in my absence Barbara C. Jacobs,
Assistant Director at (202) 551-3730.
S i n c e r e l y ,
M a r k P . S h u m a n
B r a n c h C h i e f — L e g a l
cc: Via Facsimile
Charles J. Johnson, Esq.
Michael W. DePasquale
BIO-key International, Inc.
August 25, 2006 Page 4
Facsimile: (617) 248-4000