SEC Comment Letter for BIO KEY INTERNATIONAL INC (BKYI) (CIK 0001019034) (BKYI) — Feb 12, 2007
BIO KEY INTERNATIONAL INC (BKYI) (CIK 0001019034)
Date: Feb. 12, 2007 · CIK: 0001019034 · Accession: 0000000000-07-007439
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-120104, 333-137240
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-0303 DIVISION OF CORPORATION FINANCE Mail Stop 4561 November 16, 2006 Michael W. DePasquale Chief Executive Officer BIO-Key International, Inc. 3349 Highway 138 Building D, Suite B Wall, New Jersey 07719
Re: BIO-Key International, Inc. Form SB-2/A Filed on October 24, 2006 File No. 333-137240
Dear Mr. DePasquale:
We have reviewed your amended filings and have the following comments. Where indicated, we think you should revise your documents in response to these comments. Form SB-2
General 1. Upon re-filing your registration statement, please update your financial statements pursuant to Item 310(g) of Regulation S-B. Selling Security Holders, page 86 2. We note that the selling secu rity holder table discloses that Laurus Master Fund beneficially owns 4,807,001 shares of common st ock prior to the offering. However, we also note that the selling security hol der table in your Post-Effective Amendment No. 4 to Form SB-2, File No. 333-120104, discloses that Laurus Master Fund beneficially owns 5,405,834 shares of common stock. Please revise your filings to reconcile your disclosure or advise of th e basis for your belief that the number of shares beneficially owned should not be consistent. Also, revise your selling security holder table to disclose the number of shar es that are being simultaneously offered by Laurus Master Fund pursuant to the post-effective amendment referenced above. Corresponding disclosure should be made in the selling security holder table of your post-effective amendment to reflect the numbe r of shares that are also being sold
Michael W. DePasquale BIO-Key International, Inc. November 16, 2006 Page 2 pursuant to BIO-Key’s Form SB-2. Further, please revise your filings to include similar revisions for all other selling secu rity holders that are common to the Form SB-2 and the post-effective amendment referenced above. Closing
As appropriate, please amend your regist ration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cove r 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 amendmen t and responses to our comments.
You may contact Jeffrey Werbitt at (202) 551-3456 or me at (202) 551-3462 with any other questions.
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: Charles J. Johnson, Esquire Choate, Hall & Stewart LLP Two International Place Boston, MA 02110
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303
DIVISION OF
CORPORATION FINANCE
Mail Stop 4561
November 16, 2006
Michael W. DePasquale
Chief Executive Officer
BIO-Key International, Inc.
3349 Highway 138
Building D, Suite B
Wall, New Jersey 07719
Re: BIO-Key International, Inc.
Form SB-2/A
Filed on October 24, 2006
File No. 333-137240
Dear Mr. DePasquale:
We have reviewed your amended filings and have the following comments.
Where indicated, we think you should revise your documents in response to these comments.
Form SB-2
General
1. Upon re-filing your registration statement, please update your financial statements
pursuant to Item 310(g) of Regulation S-B.
Selling Security Holders, page 86
2. We note that the selling secu rity holder table discloses that Laurus Master Fund
beneficially owns 4,807,001 shares of common st ock prior to the offering. However,
we also note that the selling security hol der table in your Post-Effective Amendment
No. 4 to Form SB-2, File No. 333-120104, discloses that Laurus Master Fund
beneficially owns 5,405,834 shares of common stock. Please revise your filings to
reconcile your disclosure or advise of th e basis for your belief that the number of
shares beneficially owned should not be consistent. Also, revise your selling security
holder table to disclose the number of shar es that are being simultaneously offered by
Laurus Master Fund pursuant to the post-effective amendment referenced above. Corresponding disclosure should be made in the selling security holder table of your
post-effective amendment to reflect the numbe r of shares that are also being sold
Michael W. DePasquale
BIO-Key International, Inc.
November 16, 2006 Page 2
pursuant to BIO-Key’s Form SB-2. Further, please revise your filings to include
similar revisions for all other selling secu rity holders that are common to the Form
SB-2 and the post-effective amendment referenced above.
Closing
As appropriate, please amend your regist ration statement in response to these
comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cove r 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 amendmen t and responses to our comments.
You may contact Jeffrey Werbitt at (202) 551-3456 or me at (202) 551-3462 with
any other questions.
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: Charles J. Johnson, Esquire
Choate, Hall & Stewart LLP
Two International Place
Boston, MA 02110