SEC Comment Letter for JUPITERMEDIA CORP (CIK 0001083712) — Sep 22, 2005
JUPITERMEDIA CORP (CIK 0001083712)
Date: Sept. 22, 2005 · CIK: 0001083712 · Accession: 0000000000-05-048951
AI Filing Summary & Sentiment
File numbers found in text: 333-128148
Letter
Mail Stop 4561 September 21, 2005 Alan M. Meckler Chairman and Chief Executive Officer Jupitermedia Corporation 23 Old King Highway South Darien, Connecticut 06820
Re: Jupitermedia Corporation Registration Statement on Form S-3 Filed September 7, 2005 File No. 333-128148
Dear Mr. Meckler:
This is to advise you that we have conducted only a limited review of your registration statement. Based on that limited review, we have the following comments.
General
1. Please identify any selling shareholder that is a registered broker-dealer or an affiliate of a registered broker-dealer.
2. If any selling shareholder is a broker dealer, please revise your disclosure to identify them as an underwriter. Alternatively, confirm that the selling stockholders are not broker-dealers.
3. If any selling shareholders are affiliates of broker-dealers, please tell us how the resale of securities by the selling security holders does not constitute an indirect primary offering. In connection with your analysis, please discuss the following facts:
* how long the selling shareholders have held the securities; * the circumstances under which the selling shareholders received the securities; * the selling shareholders` relationship to the issuer; * the amount of securities involved; * whether the sellers are in the business of underwriting securities; and * whether under all the circumstances it appears that the seller is acting as a conduit for the issuer.
Assuming the resale of securities by affiliates of broker-dealers is not an indirect primary offering, you must clearly state in your prospectus:
* the seller purchased in the ordinary course of business and * at the time of the purchase of the securities to be resold the seller had no agreements or understandings, directly or indirectly, with any person to distribute the securities.
4. We note your statement in the second paragraph on page 14 that information concerning the selling stockholder may change from time to time and any changes will be set forth in a prospective supplement or post-effective amendment. Please supplementally confirm that you will not add any new stockholders in a prospectus supplement or post- effective amendment other than transferees, pledges, donees, assignees, and successors.
* * * *
As appropriate, please amend your filing in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an informed decision. Since the company and its management are in possession of all facts relating to a company`s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Before the amended registration statement is declared effective pursuant to Section 8 of the Securities Act, the company should provide us a letter, acknowledging that:
? should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
? the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
? the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in connection with our review of your filing or in response to our comments on your filing.
If you have any questions, please call Jeffrey Shady at (202) 551-3471 or me at (202) 551-3495.
Sincerely,
Elaine Wolff
Branch Chief
Show Raw Text
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Mail Stop 4561
September 21, 2005
Alan M. Meckler
Chairman and Chief Executive Officer
Jupitermedia Corporation
23 Old King Highway South
Darien, Connecticut 06820
Re: Jupitermedia Corporation
Registration Statement on Form S-3
Filed September 7, 2005
File No. 333-128148
Dear Mr. Meckler:
This is to advise you that we have conducted only a limited
review of your registration statement. Based on that limited
review,
we have the following comments.
General
1. Please identify any selling shareholder that is a registered
broker-dealer or an affiliate of a registered broker-dealer.
2. If any selling shareholder is a broker dealer, please revise
your
disclosure to identify them as an underwriter. Alternatively,
confirm that the selling stockholders are not broker-dealers.
3. If any selling shareholders are affiliates of broker-dealers,
please tell us how the resale of securities by the selling
security
holders does not constitute an indirect primary offering. In
connection with your analysis, please discuss the following facts:
* how long the selling shareholders have held the securities;
* the circumstances under which the selling shareholders received
the
securities;
* the selling shareholders` relationship to the issuer;
* the amount of securities involved;
* whether the sellers are in the business of underwriting
securities;
and
* whether under all the circumstances it appears that the seller
is
acting as a conduit for the issuer.
Assuming the resale of securities by affiliates of broker-dealers
is
not an indirect primary offering, you must clearly state in your
prospectus:
* the seller purchased in the ordinary course of business and
* at the time of the purchase of the securities to be resold the
seller had no agreements or understandings, directly or
indirectly,
with any person to distribute the securities.
4. We note your statement in the second paragraph on page 14 that
information concerning the selling stockholder may change from
time
to time and any changes will be set forth in a prospective
supplement
or post-effective amendment. Please supplementally confirm that
you
will not add any new stockholders in a prospectus supplement or
post-
effective amendment other than transferees, pledges, donees,
assignees, and successors.
* * * *
As appropriate, please amend your filing in response to
these
comments. You may wish to provide us with marked copies of the
amendment to expedite our review. Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information. Detailed cover letters
greatly facilitate our review. Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Before the amended registration statement is declared
effective
pursuant to Section 8 of the Securities Act, the company should
provide us a letter, acknowledging that:
? should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
? the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
? the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
If you have any questions, please call Jeffrey Shady at (202)
551-3471 or me at (202) 551-3495.
Sincerely,
Elaine Wolff
Branch Chief
cc: Jeffrey R. Poss, Esq. (via facsimile)
Willkie Farr & Gallagher LLP
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Alan M. Meckler
Jupitermedia Corporation
September 21, 2005
Page 1
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