SEC Comment Letter for Intellicheck, Inc. (IDN) (CIK 0001040896) (IDN) — Jul 23, 2008
Intellicheck, Inc. (IDN) (CIK 0001040896)
Date: July 23, 2008 · CIK: 0001040896 · Accession: 0000000000-08-036778
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-50296, 333-151302
Letter
Mail Stop 4561
July 23, 2008
Nelson Ludlow Chief Executive Officer Intelli-Check-Mobilisa, Inc. 191 Otto Street Port Townsend, WA 98368 Re: Intelli-Check-Mobilisa, Inc. Amd. No. 1 to Form S-3 Filed July 8, 2008 File No. 333-151302 Form 10-Q for the quarterly period ended March 31, 2008 Filed May 15, 2008 File No. 000-50296 Dear Mr. Ludlow: We have reviewed your amended filing and have the following comment. Form 10-Q for the Quarterly Period Ended March 31, 2008
Item 4. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures, page 21 1. We note your proposed language regarding disclosure controls and procedures for use in future filings. The effectiveness conclusion that you express in your reports must be that of your chief executive officer and chief financial officer, not that of your management with the participation of those officers. See Item 307 and Item 601(b)(31)(i) of Regulation S-K. Also, please do not limit the effectiveness conclusion itself with reference to the definition of disclosure controls and procedures, but rather simply state the conclusions of the relevant officers as to whether your disclosure controls and procedures, as define d in Rule 13a-15(e), were effective as of the end of the period covered by the report. See Item 307 of Regulation S-K. If you determine to set out the definition of disclosure controls and procedures in your disclosure, please place this language elsewhere. In your response, please confirm your understanding of these matters with respect to future filings.
Nelson Ludlow Intelli-Check-Mobilisa, Inc. July 23, 2008 Page 2 * * * * *
As appropriate, please amend your registration statement in response to our comments. Your responsive amendment should also include a marked copy of the amended filing that conforms with the provisions of Rule 310 of Regulation S-T. Marked copies such as those in HTML format that show changes within paragraphs help us to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments. We direct your attention to Rule 460 regarding requesting acceleration of a registration statement. Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date. You may contact Matt Crispino at (202) 551-3456 if you have questions. If you require further assistance, please contact me at (202) 551-3503. Sincerely,
David L. Orlic Special Counsel cc: Via Facsimile (212) 407-4990
Mitchell S. Nussbaum, Esq. Giovanni Caruso, Esq. Loeb & Loeb, LLP Telephone: (212) 407-4159
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Mail Stop 4561 July 23, 2008 Nelson Ludlow Chief Executive Officer Intelli-Check-Mobilisa, Inc. 191 Otto Street Port Townsend, WA 98368 Re: Intelli-Check-Mobilisa, Inc. Amd. No. 1 to Form S-3 Filed July 8, 2008 File No. 333-151302 Form 10-Q for the quarterly period ended March 31, 2008 Filed May 15, 2008 File No. 000-50296 Dear Mr. Ludlow: We have reviewed your amended filing and have the following comment. Form 10-Q for the Quarterly Period Ended March 31, 2008 Item 4. Controls and Procedures (a) Evaluation of Disclosure Controls and Procedures, page 21 1. We note your proposed language regarding disclosure controls and procedures for use in future filings. The effectiveness conclusion that you express in your reports must be that of your chief executive officer and chief financial officer, not that of your management with the participation of those officers. See Item 307 and Item 601(b)(31)(i) of Regulation S-K. Also, please do not limit the effectiveness conclusion itself with reference to the definition of disclosure controls and procedures, but rather simply state the conclusions of the relevant officers as to whether your disclosure controls and procedures, as define d in Rule 13a-15(e), were effective as of the end of the period covered by the report. See Item 307 of Regulation S-K. If you determine to set out the definition of disclosure controls and procedures in your disclosure, please place this language elsewhere. In your response, please confirm your understanding of these matters with respect to future filings. Nelson Ludlow Intelli-Check-Mobilisa, Inc. July 23, 2008 Page 2 * * * * * As appropriate, please amend your registration statement in response to our comments. Your responsive amendment should also include a marked copy of the amended filing that conforms with the provisions of Rule 310 of Regulation S-T. Marked copies such as those in HTML format that show changes within paragraphs help us to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments. We direct your attention to Rule 460 regarding requesting acceleration of a registration statement. Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date. You may contact Matt Crispino at (202) 551-3456 if you have questions. If you require further assistance, please contact me at (202) 551-3503. Sincerely, David L. Orlic Special Counsel cc: Via Facsimile (212) 407-4990 Mitchell S. Nussbaum, Esq. Giovanni Caruso, Esq. Loeb & Loeb, LLP Telephone: (212) 407-4159