SEC Comment Letter for PIPELINE DATA INC (CIK 0001086533) — Oct 18, 2005
PIPELINE DATA INC (CIK 0001086533)
Date: Oct. 18, 2005 · CIK: 0001086533 · Accession: 0000000000-05-053084
AI Filing Summary & Sentiment
Letter
October 18, 2005 Mail Stop 4561 MacAllister Smith President Pipeline Data Corporation 1515 Hancock Street, Suite 301 Hancock Plaza Quincy, MA 02169
Re: Pipeline Data, Inc. Schedule 14C Information Statement Filed September 30, 2005 File No. 0-50611
Dear Dr. Smith:
This is to advise you that we have limited our review of the above information statement to the following comments. Where indicated, we think you should revise 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 detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. 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 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.
Proposal II
Approval of the Reverse Stock Split 1. We note that you intend to pay cash for the sale of fractional shares by shareholders in connection with the reverse stock split. Please revise to disclose the amount to be paid for each fractional share, or alternatively, the formula to be used to calculate the cash out payment amount for each fractional share.
* * *
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing 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.
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.
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 our review of your filing or in response to our comments on your filing.
Please direct any questions to Charito A. Mittelman at (202) 551-3402, or the undersigned at (202) 551-3694.
Sincerely,
Owen Pinkerton
Senior Counsel
Show Raw Text
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October 18, 2005
Mail Stop 4561
MacAllister Smith
President
Pipeline Data Corporation
1515 Hancock Street, Suite 301
Hancock Plaza
Quincy, MA 02169
Re: Pipeline Data, Inc.
Schedule 14C Information Statement
Filed September 30, 2005
File No. 0-50611
Dear Dr. Smith:
This is to advise you that we have limited our review of the
above information statement to the following comments. Where
indicated, we think you should revise 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 detailed as necessary in your explanation. In some
of
our comments, we may ask you to provide us with information so we
may
better understand your disclosure. 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 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.
Proposal II
Approval of the Reverse Stock Split
1. We note that you intend to pay cash for the sale of fractional
shares by shareholders in connection with the reverse stock split.
Please revise to disclose the amount to be paid for each
fractional
share, or alternatively, the formula to be used to calculate the
cash
out payment amount for each fractional share.
* * *
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing 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.
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.
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 our review of your filing or in
response to our comments on your filing.
Please direct any questions to Charito A. Mittelman at (202)
551-3402, or the undersigned at (202) 551-3694.
Sincerely,
Owen Pinkerton
Senior Counsel
cc: Sheila Corvino, Esq. (via facsimile)
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MacAllister Smith
Pipeline Data Corporation
October 18, 2005
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