SEC Comment Letter for SolarWindow Technologies, Inc. (WNDW) (CIK 0001071840) (WNDW) — Mar 12, 2010
SolarWindow Technologies, Inc. (WNDW) (CIK 0001071840)
Date: March 12, 2010 · CIK: 0001071840 · Accession: 0000000000-10-013890
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-162417
Referenced dates: February 16, 2010
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Via U.S. Mail and Facsimile Mail Stop 4631 March 12, 2010 Meetesh V. Patel Chief Executive Officer and President New Energy Technologies, Inc. 3905 National Drive, Suite 110 Burtonsville, Maryland 20866 Re: New Energy Technologies, Inc. Amendment No. 2 to Registrati on Statement on Form S-1 Filed February 26, 2010 File No. 333-162417
Dear Mr. Patel:
We have reviewed your filing and have the following comments. Where indicated, we think you should re vise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as deta iled as necessary in your explanation. In some of our comments, we may ask you to provi de us with information so we may better understand your disclosure. After reviewing th is information, we may raise additional comments. Selling Stockholders, page 64
1. As requested in comment 4 of our letter dated February 16, 2010, please describe the transaction in which Mr. Patel acquired his shares. Please also clearly disclose whether these shares underl ie options that have already vested. We note disclosure in footnotes 11, 12 and 13 that clearly states that options for Messrs. Bhogal, Livesey and Sierchio have vested. If the options have vested, please explain which of the conditions specified in note (1) to the Summary Compensation Table were met, and when they were met. In this regard, we note disclosure under “Options Vested and Exercised” that as of November 30, 2009, none of the options had vested.
Meetesh V. Patel New Energy Technologies, Inc. March 12, 2010 Page 2 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. Please contact Sherry Haywood, Staff Attorn ey at (202) 551-3345 or me at (202) 551-3760 with any questions.
S i n c e r e l y , Pamela Long A s s i s t a n t D i r e c t o r
cc: Joseph Sierchio, Esq. ( Via facsimile 212/246-3039 ) Sierchio & Company, LLP 430 Park Avenue, 7 th Floor New York, New York 10022
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Via U.S. Mail and Facsimile
Mail Stop 4631
March 12, 2010
Meetesh V. Patel Chief Executive Officer and President New Energy Technologies, Inc. 3905 National Drive, Suite 110 Burtonsville, Maryland 20866
Re: New Energy Technologies, Inc.
Amendment No. 2 to Registrati on Statement on Form S-1
Filed February 26, 2010
File No. 333-162417
Dear Mr. Patel:
We have reviewed your filing and have the following comments. Where
indicated, we think you should re vise your document in response to these comments. If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary. Please be as deta iled as necessary in your explanation. In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure. After reviewing th is information, we may raise additional
comments.
Selling Stockholders, page 64
1. As requested in comment 4 of our letter dated February 16, 2010, please
describe the transaction in which Mr. Patel acquired his shares. Please also
clearly disclose whether these shares underl ie options that have already vested.
We note disclosure in footnotes 11, 12 and 13 that clearly states that options for
Messrs. Bhogal, Livesey and Sierchio have vested. If the options have vested,
please explain which of the conditions specified in note (1) to the Summary
Compensation Table were met, and when they were met. In this regard, we note
disclosure under “Options Vested and Exercised” that as of November 30, 2009,
none of the options had vested.
Meetesh V. Patel
New Energy Technologies, Inc. March 12, 2010 Page 2
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.
Please contact Sherry Haywood, Staff Attorn ey at (202) 551-3345 or me at (202)
551-3760 with any questions.
S i n c e r e l y , Pamela Long A s s i s t a n t D i r e c t o r
cc: Joseph Sierchio, Esq. ( Via facsimile 212/246-3039 )
Sierchio & Company, LLP 430 Park Avenue, 7
th Floor
New York, New York 10022