SEC Comment Letter for NETSOLVE INC (CIK 0001071342) — May 16, 2005
NETSOLVE INC (CIK 0001071342)
Date: May 16, 2005 · CIK: 0001071342 · Accession: 0000000000-05-024047
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Mail Stop 4-6
October 14, 2004
Michael Dunn
Gray Cary Ware & Freidenrich, LLP
1221 South MoPac Expressway
Suite 400
Austin, TX 78746-6875
Re: NetSolve, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed on October 1, 2004
File No. 0-24983
Dear Mr. Dunn:
We have limited our review of your filing to matters relating
to
the litigation related to the merger. Based on this limited
review,
we have the following comment. Where indicated, we think you
should
revise your documents in response to this comment. If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. After reviewing this information,
we
may or may not 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 overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comment or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
1. Please expand the class action litigation disclosure on page 33
to
describe more clearly the factual basis underlying the allegations
of
self dealing and breaches of fiduciary duty on the part of
Netsolve
directors in connection with the merger. Ensure that the
disclosure
is materially complete.
Except for above-cited matter, we have not and do not intend
to
conduct any review of the proxy statement. In view of our limited
review, all persons who are by statute responsible for the
adequacy
and accuracy of the filing are urged to be certain that all
information required pursuant to the Securities Act of 1933 has
been
included.
An amended filing should be filed on the Commission`s EDGAR
system. In conjunction with your filing, please address the
staff`s
comment in a response letter. Any questions should be directed to
Maryse Mills-Apenteng at (202) 942-1861. If you need further
assistance, you may contact Tangela Richter at (202) 942-1837.
Sincerely,
Barbara C. Jacobs
Assistant Director
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