SEC Comment Letter for Presidio Property Trust, Inc. (SQFT, SQFTP, SQFTW) (CIK 0001080657) (SQFT) — Jul 29, 2009
Presidio Property Trust, Inc. (SQFT, SQFTP, SQFTW) (CIK 0001080657)
Date: July 29, 2009 · CIK: 0001080657 · Accession: 0000000000-09-040611
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-53673
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 3010 July 28, 2009 Jack K. Heilbron Chief Executive Officer NetREIT 1282 Pacific Oaks place Escondido, CA 92029 Re: NetREIT Preliminary Proxy Statement on Schedule 14A Filed July 15, 2009 File No. 000-53673
Dear Mr. Heilbron: We have limited our review of your filing to those issues we have addressed in our comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we w ill consider your explanation as to why our comment is inapplicable or a revision is unneces sary. Please be as detailed as necessary in your explanation. In some of our comme nts, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments. Please understand that the purpose of our re view 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 comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. General
1. Please disclose the vote required for appr oval or election of the proposals presented in your preliminary proxy statement. Please refer to Item 21 of Schedule 14A for guidance.
Jack Heilbron NetREIT July 28, 2009 Page 2 Proposal 2, page 5
C. Proposal to Amend the Company’s Bylaws to Require 66 2/3 Majo rity . . . , page 6
2. We note your statement on page 7 that you believe “a super majority vote of outstanding shares should be required to reduce the number of Directors below the minimum number of less than five (5).” However, in the proposed language, you state that an amendment reducing the fixed number of directors “cannot be adopted if the votes cast against its adoption at a meeting . . . are equal to or more than sixty-six and two-thirds percent . . . .” The propos ed language appears to read that a super majority is needed to vote against the amendment in order to prevent it from passing, which is contradictory to your stated intent. Please revise your disclosure accordingly.
E. Proposal to Amend Bylaws to allow a dditional company structures . . . ,page 7 3. Please disclose the reasons for your pr oposal to allow the use of additional investment structures and the remova l of the eighteen month restriction.
* * * *
As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provid e us with a response. You may wish to provide us with marked copies of the amendm ent to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed co ver letters greatly faci litate our review. Please understand that we may have addi tional comments after reviewing your amendment and responses to our comments. We urge all persons who are responsi ble for the accuracy an d adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing;
Jack Heilbron NetREIT July 28, 2009 Page 3 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking a ny action with respect to the filing; and the company may not assert staff comme nts as a defense in any proceeding initiated by the Commission or any pers on under the federal s ecurities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing. Please contact Erin Martin, Attorney -Advisor, at 202-551-3391 or me at 202-551- 3323 with any questions. Sincerely,
Tom Kluck Branch Chief
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 3010
July 28, 2009
Jack K. Heilbron Chief Executive Officer NetREIT 1282 Pacific Oaks place Escondido, CA 92029
Re: NetREIT
Preliminary Proxy Statement on Schedule 14A
Filed July 15, 2009
File No. 000-53673
Dear Mr. Heilbron:
We have limited our review of your filing to those issues we have addressed in
our comments. Where indicated, we think you should revise your document in response
to these comments. If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary. Please be as detailed as necessary
in your explanation. In some of our comme nts, we may ask you to provide us with
information so we may better understand your disclosure. After reviewing this
information, we may raise additional comments. Please understand that the purpose of our re view 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 comments or any other aspect of our
review. Feel free to call us at the telephone numbers listed at the end of this letter.
General
1. Please disclose the vote required for appr oval or election of the proposals presented
in your preliminary proxy statement. Please refer to Item 21 of Schedule 14A for guidance.
Jack Heilbron
NetREIT July 28, 2009 Page 2 Proposal 2, page 5
C. Proposal to Amend the Company’s Bylaws to Require 66 2/3 Majo rity . . . , page 6
2. We note your statement on page 7 that you believe “a super majority vote of
outstanding shares should be required to reduce the number of Directors below the
minimum number of less than five (5).” However, in the proposed language, you
state that an amendment reducing the fixed number of directors “cannot be adopted if
the votes cast against its adoption at a meeting . . . are equal to or more than sixty-six
and two-thirds percent . . . .” The propos ed language appears to read that a super
majority is needed to vote against the amendment in order to prevent it from passing,
which is contradictory to your stated intent. Please revise your disclosure
accordingly.
E. Proposal to Amend Bylaws to allow a dditional company structures . . . ,page 7
3. Please disclose the reasons for your pr oposal to allow the use of additional
investment structures and the remova l of the eighteen month restriction.
* * * *
As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response. You may wish to
provide us with marked copies of the amendm ent to expedite our review. Please furnish
a cover letter with your amendment that keys your responses to our comments and
provides any requested information. Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments. We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in
the filing;
Jack Heilbron
NetREIT July 28, 2009 Page 3
staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing. Please contact Erin Martin, Attorney -Advisor, at 202-551-3391 or me at 202-551-
3323 with any questions.
Sincerely,
Tom Kluck
Branch Chief