SEC Comment Letter for OneSpan (OSPN) — Aug 10, 2009
OneSpan Inc.
Date: Aug. 10, 2009 · CIK: 0001044777 · Accession: 0000000000-09-043240
AI Filing Summary & Sentiment
Referenced dates: July 14, 2009, June 30, 2009
Letter
Mail Stop 4561 Via fax: (630) 932-8852 August 10, 2009
T. Kendall Hunt CEO & Chairman of the BOD VASCO Data Security International, Inc. 1901 South Meyers Road Suite 210 Oakbrook Terrance, IL. 60181 Re: VASCO Data Security International, Inc. Form 10-K for the Fiscal Year Ended December 31, 2008 Filed March 13, 2009 File No. 0-24389 Dear Mr. Hunt:
We have reviewed your response letter dated July 14, 2009 in connection with the above-referenced filings and have the following comments. If indicate d, we think you should revise your document in response to these comme nts. If you disagree, we will consider your explanation as to why our comment is inapplicab le or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this information, we may raise additional comments. Unless otherwise noted, where prior comments are referred to th ey refer to our letter dated June 30, 2009.
Form 10-K for the Fiscal Year Ended December 31, 2009
Item 13. Certain Relationships and Related Tr ansactions, and Director Independence, page 49 (Incorporated by Reference from the Definitive Proxy Statement Filed April 30, 2009) Transactions With Related Persons, page 42
1. We note your response to prior comment 17. Please include information similar to that provided in your response in this section of future filings.
Consolidated Statement of Operations, page F-5
2. We note your response to our prior comme nt 7 where you indicate non-hardware items include service deliverables such as maintenance and support and charges for
T. Kendall Hunt Vasco Data Security International August 10, 2009 Page 2 the development of custom logos, lens co lors, boxes, etc. While we note that “individually” none of the non-hardware item s account for more than 4% of the Company’s consolidated revenues, please clarify whether collectivel y the non- hardware service deliverables account for more than 10% of the Company’s total revenues. If so, tell us how you consider ed presenting such revenues and the related cost of revenues separately pursuant to Ru le 5-03(b)(1) and (2) of Regulation S-X. Note 1 Summary of Significant Accounting Policies
Revenue Recognition, page F-8
3. We note your response to prior comment 10 where you indicate that the Company uses the residual method for determining the amount of revenue to recognize for token and software licenses if you have VSOE of fair value for all of the undelivered elements in the arrangement. We also note your disclosures on page F-9 where you indicate that when discounts are given in a multiple-element arrangement, a proportionate amount of the discount is applied to each element based on each element’s fair value without regard to the discount. For arrangements in which the Company uses the residual method, tell us how you considered paragraph 11 of SOP 97-2 and why you believe it is appropriate to allocate the discount proportionately to each element rather than applyi ng the entire discount to the delivered elements.
* * * * * * *
Please respond to these comments within 10 business days or tell us when you will provide us with a response. Please submit all correspondence and supplemental materials on EDGAR as required by Rule 101 of Regulation S-T. If you amend your filing(s), you may wish to provide us with marked copies of a ny amendment to expedite our review. Please furnish a cover letter that keys your response to our comments and provides any requested information. Detailed cover lette rs greatly facilitate our revi ew. Please understand that we may have additional comments after reviewi ng any amendment and your response to our comments.
You may contact Kari Ji n, Staff Accountant, at (202) 551-3481, if you have any questions regarding comments on th e financial statements and rela ted matters. Please address questions regarding all other comments to Ev an Jacobson, Staff Attorney, at (202) 551-3428 and Maryse Mills-Apenteng, Special Counsel at (202) 551-3457. If you need further assistance, you may cont act me at (202) 551-3499. S i n c e r e l y , Kathleen Collins Accounting Branch Chief
T. Kendall Hunt Vasco Data Security International August 10, 2009 Page 3
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Mail Stop 4561
Via fax: (630) 932-8852
August 10, 2009
T. Kendall Hunt CEO & Chairman of the BOD VASCO Data Security International, Inc. 1901 South Meyers Road Suite 210 Oakbrook Terrance, IL. 60181
Re: VASCO Data Security International, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2008 Filed March 13, 2009 File No. 0-24389
Dear Mr. Hunt:
We have reviewed your response letter dated July 14, 2009 in connection with the
above-referenced filings and have the following comments. If indicate d, we think you should
revise your document in response to these comme nts. If you disagree, we will consider your
explanation as to why our comment is inapplicab le or a revision is unnecessary. Please be as
detailed as necessary in your explanation. In some of our comments, we may ask you to
provide us with supplemental information so we may better understand your disclosure.
After reviewing this information, we may raise additional comments. Unless otherwise noted, where prior comments are referred to th ey refer to our letter dated June 30, 2009.
Form 10-K for the Fiscal Year Ended December 31, 2009
Item 13. Certain Relationships and Related Tr ansactions, and Director Independence, page
49 (Incorporated by Reference from the Definitive Proxy Statement Filed April 30, 2009)
Transactions With Related Persons, page 42
1. We note your response to prior comment 17. Please include information similar to
that provided in your response in this section of future filings.
Consolidated Statement of Operations, page F-5
2. We note your response to our prior comme nt 7 where you indicate non-hardware
items include service deliverables such as maintenance and support and charges for
T. Kendall Hunt
Vasco Data Security International
August 10, 2009 Page 2
the development of custom logos, lens co lors, boxes, etc. While we note that
“individually” none of the non-hardware item s account for more than 4% of the
Company’s consolidated revenues, please clarify whether collectivel y the non-
hardware service deliverables account for more than 10% of the Company’s total revenues. If so, tell us how you consider ed presenting such revenues and the related
cost of revenues separately pursuant to Ru le 5-03(b)(1) and (2) of Regulation S-X.
Note 1 Summary of Significant Accounting Policies
Revenue Recognition, page F-8
3. We note your response to prior comment 10 where you indicate that the Company
uses the residual method for determining the amount of revenue to recognize for token
and software licenses if you have VSOE of fair value for all of the undelivered
elements in the arrangement. We also note your disclosures on page F-9 where you
indicate that when discounts are given in a multiple-element arrangement, a proportionate amount of the discount is applied to each element based on each
element’s fair value without regard to the discount. For arrangements in which the
Company uses the residual method, tell us how you considered paragraph 11 of SOP
97-2 and why you believe it is appropriate to allocate the discount proportionately to
each element rather than applyi ng the entire discount to the delivered elements.
* * * * * * *
Please respond to these comments within 10 business days or tell us when you will
provide us with a response. Please submit all correspondence and supplemental materials on
EDGAR as required by Rule 101 of Regulation S-T. If you amend your filing(s), you may
wish to provide us with marked copies of a ny amendment to expedite our review. Please
furnish a cover letter that keys your response to our comments and provides any requested information. Detailed cover lette rs greatly facilitate our revi ew. Please understand that we
may have additional comments after reviewi ng any amendment and your response to our
comments.
You may contact Kari Ji n, Staff Accountant, at (202) 551-3481, if you have any
questions regarding comments on th e financial statements and rela ted matters. Please address
questions regarding all other comments to Ev an Jacobson, Staff Attorney, at (202) 551-3428
and Maryse Mills-Apenteng, Special Counsel at (202) 551-3457. If you need further
assistance, you may cont act me at (202) 551-3499.
S i n c e r e l y , Kathleen Collins
Accounting Branch Chief
T. Kendall Hunt
Vasco Data Security International August 10, 2009 Page 3