SEC Comment Letter for VirnetX Holding Corp (VHC) (CIK 0001082324) (VHC) — Nov 9, 2007
VirnetX Holding Corp (VHC) (CIK 0001082324)
Date: Nov. 9, 2007 · CIK: 0001082324 · Accession: 0000000000-07-055238
AI Filing Summary & Sentiment
Reasoning
Letter
RE: VirnetX Holding Corporation Preliminary Information Statement on Schedule 14C File No. 0-26895 Date Filed: November 1, 2007 Dear Mr. Larson:
Mail Stop 4561
November 9, 2007 Kendall Larson Chief Executive Officer VirnetX Holding Corporation 5615 Scotts Valley Drive, Suite 110 Scotts Valley, CA 95066
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 provide us with supplemental information so we may better understand your disclosure. Af ter reviewing this information, we may or may not 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 on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
General
1. The basis for your ability to file the propos ed action on Schedule 14C is not clear. Please identify the shareholders that have provided written consent and describe the shareholders’ respective relationships to VirnetX Holding Corporation in
Kendall Larson VirnetX Holding Corporation. November 9, 2007 Page - 2 -
materially complete detail. In addition, pl ease describe the events that led to the obtainment of written consents. Finally, provide a detailed legal analysis of the basis on which you concluded that the pro cess of obtaining the consents did not involve a solicitation within the meani ng of Exchange Act Rule 14a-1(l). 2. Revise the disclosure regarding the plans to effect a reverse stock split and the adoption of the “protective provisions” so th at it conforms in all material respects with anti-takeover disclosu re guidelines outlined in SEC Release 34-15230. Note specifically that all of the information which is related to the proposal should be set forth in one place in the materials and th at if disclosure in more than one place cannot be avoided, cross-re ferences may be used.
* * * 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; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Kendall Larson VirnetX Holding Corporation. November 9, 2007 Page - 3 -
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. You may contact Jay Ingram at (202) 551-3397 if you have questions. If you need further assistance, pleas e contact me at (202) 551-3462.
Sincerely,
Mark P. Shuman Legal Branch Chief
cc. Lowell Ness, Esq. via facsimile at: 650-614-7401
Show Raw Text
Mail Stop 4561
November 9, 2007 Kendall Larson Chief Executive Officer VirnetX Holding Corporation 5615 Scotts Valley Drive, Suite 110 Scotts Valley, CA 95066
RE: VirnetX Holding Corporation Preliminary Information Statement on Schedule 14C File No. 0-26895 Date Filed: November 1, 2007
Dear Mr. Larson:
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 provide us with supplemental information so we may better understand your disclosure. Af ter reviewing this information, we may or
may not 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 on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
General
1. The basis for your ability to file the propos ed action on Schedule 14C is not clear.
Please identify the shareholders that have provided written consent and describe
the shareholders’ respective relationships to VirnetX Holding Corporation in
Kendall Larson
VirnetX Holding Corporation. November 9, 2007 Page - 2 -
materially complete detail. In addition, pl ease describe the events that led to the
obtainment of written consents. Finally, provide a detailed legal analysis of the
basis on which you concluded that the pro cess of obtaining the consents did not
involve a solicitation within the meani ng of Exchange Act Rule 14a-1(l).
2. Revise the disclosure regarding the plans to effect a reverse stock split and the
adoption of the “protective provisions” so th at it conforms in all material respects
with anti-takeover disclosu re guidelines outlined in SEC Release 34-15230. Note
specifically that all of the information which is related to the proposal should be
set forth in one place in the materials and th at if disclosure in more than one place
cannot be avoided, cross-re ferences may be used.
* * *
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;
staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.
Kendall Larson
VirnetX Holding Corporation. November 9, 2007 Page - 3 -
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.
You may contact Jay Ingram at (202) 551-3397 if you have questions. If you
need further assistance, pleas e contact me at (202) 551-3462.
Sincerely,
Mark P. Shuman Legal Branch Chief
cc. Lowell Ness, Esq. via facsimile at: 650-614-7401