SEC Comment Letter for PROTEO INC (CIK 0001063104) — May 20, 2020
PROTEO INC (CIK 0001063104)
Date: May 20, 2020 · CIK: 0001063104 · Accession: 0000000000-20-004500
AI Filing Summary & Sentiment
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -3628 DIVISION OF CORPORATION FINANCE May 19, 2020 Via E-Mail Kevin Zen, Esq. Snell & Wilmer L.L.P. 350 South Grand Avenue, 31st Floor Los Angeles, California 90071 -3406 Schedule 13E -3 Filed on May 7, 2020 File No. 5-61897
Re: Proteo, Inc. Definitive Proxy Statement on Schedule 14A Filed on May 18 , 201 9 File No. 0-30728
Dear Mr. Zen :
We have reviewed the above filing s and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand the disclosure.
Please respond to this letter by amending the filing s, by providing the requested information, or by advi sing us when you will provide the requested response. If you do not believe our comments apply to the Company’s facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendments to the filing s and the information you provide in response to these comments, we may have additional comments. All defined terms used here have the same meaning as in the definitive proxy statement .
Schedule 13E -3
1. We note the disclosure in the Form 8 -K filed on May 12, 2020 indicating that in reliance upon Exchange Act Release No. 88465 (March 25, 2020) , the Company expects to file its quarterly report on Form 10 -Q for the period ending March 31, 2020 no later than 45 days after May 15, 2020 . Given that the Special Meeting is being held on July 2, 2020, potentially only a few days after the filing of the Form 10-Q, we remind the Company of its obligations pursuant to Exchange Act Rule 13e -3(e)(2) and (f)(1)(iii) if it becomes aware of any information that would result in a material change in the information previously disclosed to stockholders in connection with the Reverse Stock Split.
Kevin Zen, Esq. Snell & Wilmer L.L.P. May 19, 2020 Page 2
Definitive Proxy Statement
Fairness of the Reverse Stock Split, page 17
2. The factors listed in Instruction 2 to Item 1014 of Regulation M -A are generally relevant to a filing person’s fairness determination and should be discussed in reasonable detail. See Question Nos. 20 and 21 of the Exchange Act Release No. 34 -17719 (April 13, 1981). We note disclosure on page 18 comparing the Cash -Out Payment to the 10 -day and 20 -day closing price. Please revise the disclosure to discuss why historical market prices were not deemed material or relevant. Refer to Item 1014(b) and clause (ii) of Instruction 2 to Item 1014 of Regulation M -A.
Cautionary Note Regarding Forwa rd-Looking Statements, page 31
3. The safe harbor protections for forward -looking statements contained in the federal securities laws do not apply to statements made in con nection with a going private transaction. Refer to Securities Act Section 27A(b)(1)(E), Exchange Act Section 21E(b)(1)(E), and Question and Answer 117.05 of the Division of Corporation Finance’s Compliance and Disclosure Interpretations for Going Private Transactions, Exchange Act Rule 13e -3 and Schedule 13E -3. Please remove this reference.
Proposal 1: Approval of Amendment to the Articles of Incorporation…, page 33
4. We note the disclosure on page 33 that the number of authorized shares of Common Stock w ill not change in connection with the Reverse Stock Split. Given that the shares outstanding will be reduced from 33,379,350 to 16,446 after the Reverse Stock Split, and with a view towards disclosure, please advise us whether the Company has any current plans, proposals or arrangements with respect to the future issuance of any of the approximately 299,983,000 authorized shares remaining.
* * * *
We remind you that the Company is responsible for the accuracy and adequacy of its disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Kevin Zen, Esq. Snell & Wilmer L.L.P. May 19, 2020 Page 3
Please direct any questions to me at (202) 551 -3444. You may also contact me via facsimile at (202) 772 -9203. Please send all correspondence to us at the following ZIP code: 20549 -3628.
Sincerely,
/s/ Perry J. Hindin
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -3628
DIVISION OF
CORPORATION FINANCE
May 19, 2020
Via E-Mail
Kevin Zen, Esq.
Snell & Wilmer L.L.P.
350 South Grand Avenue, 31st Floor
Los Angeles, California 90071 -3406
Re: Proteo, Inc.
Definitive Proxy Statement on Schedule 14A
Filed on May 18 , 201 9
File No. 0-30728
Schedule 13E -3
Filed on May 7, 2020
File No. 5-61897
Dear Mr. Zen :
We have reviewed the above filing s and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand the
disclosure.
Please respond to this letter by amending the filing s, by providing the requested
information, or by advi sing us when you will provide the requested response. If you do not
believe our comments apply to the Company’s facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
After reviewing any amendments to the filing s and the information you provide in
response to these comments, we may have additional comments. All defined terms used here
have the same meaning as in the definitive proxy statement .
Schedule 13E -3
1. We note the disclosure in the Form 8 -K filed on May 12, 2020 indicating that in reliance
upon Exchange Act Release No. 88465 (March 25, 2020) , the Company expects to file its
quarterly report on Form 10 -Q for the period ending March 31, 2020 no later than 45
days after May 15, 2020 . Given that the Special Meeting is being held on July 2, 2020,
potentially only a few days after the filing of the Form 10-Q, we remind the Company of
its obligations pursuant to Exchange Act Rule 13e -3(e)(2) and (f)(1)(iii) if it becomes
aware of any information that would result in a material change in the information
previously disclosed to stockholders in connection with the Reverse Stock Split.
Kevin Zen, Esq.
Snell & Wilmer L.L.P.
May 19, 2020
Page 2
Definitive Proxy Statement
Fairness of the Reverse Stock Split, page 17
2. The factors listed in Instruction 2 to Item 1014 of Regulation M -A are generally relevant
to a filing person’s fairness determination and should be discussed in reasonable detail.
See Question Nos. 20 and 21 of the Exchange Act Release No. 34 -17719 (April 13,
1981). We note disclosure on page 18 comparing the Cash -Out Payment to the 10 -day
and 20 -day closing price. Please revise the disclosure to discuss why historical market
prices were not deemed material or relevant. Refer to Item 1014(b) and clause (ii) of
Instruction 2 to Item 1014 of Regulation M -A.
Cautionary Note Regarding Forwa rd-Looking Statements, page 31
3. The safe harbor protections for forward -looking statements contained in the federal
securities laws do not apply to statements made in con nection with a going private
transaction. Refer to Securities Act Section 27A(b)(1)(E), Exchange Act Section
21E(b)(1)(E), and Question and Answer 117.05 of the Division of Corporation Finance’s
Compliance and Disclosure Interpretations for Going Private Transactions, Exchange Act
Rule 13e -3 and Schedule 13E -3. Please remove this reference.
Proposal 1: Approval of Amendment to the Articles of Incorporation…, page 33
4. We note the disclosure on page 33 that the number of authorized shares of Common
Stock w ill not change in connection with the Reverse Stock Split. Given that the shares
outstanding will be reduced from 33,379,350 to 16,446 after the Reverse Stock Split, and
with a view towards disclosure, please advise us whether the Company has any current
plans, proposals or arrangements with respect to the future issuance of any of the
approximately 299,983,000 authorized shares remaining.
* * * *
We remind you that the Company is responsible for the accuracy and adequacy of its
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Kevin Zen, Esq.
Snell & Wilmer L.L.P.
May 19, 2020
Page 3
Please direct any questions to me at (202) 551 -3444. You may also contact me via
facsimile at (202) 772 -9203. Please send all correspondence to us at the following ZIP code:
20549 -3628.
Sincerely,
/s/ Perry J. Hindin
Perry J. Hindin
Special Counsel
Office of Mergers & Acquisitions