SEC Comment Letter for Forbes Medi-Tech Inc. (CIK 0001087477) — Dec 5, 2005
Forbes Medi-Tech Inc. (CIK 0001087477)
Date: Dec. 5, 2005 · CIK: 0001087477 · Accession: 0000000000-05-060730
AI Filing Summary & Sentiment
File numbers found in text: 333-129943
Letter
Mail Stop 6010 December 5, 2005 DL Services, Inc. 1420 Fifth Avenue, Suite 3400 Seattle, WA 98101
Re: Forbes Medi-Tech Inc. Registration Statement on Form F-3, filed November 23, 2005 File No. 333-129943
Dear Sir or Madame:
We have limited our review of the above referenced registration statement to the disclosure with respect to the selling stockholders and to the required signatures. In that respect, we have the following comments:
1. Please revise your prospectus to identify the selling security holders who are registered broker-dealers as underwriters with respect to the securities being offered, unless the selling security holders received these securities as underwriting compensation.
2. Please also revise your prospectus to identify any selling security holders who are affiliates of broker-dealers as such and clearly provide in your prospectus that such 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.
3. We note the filing does not include the signature of your controller or principal accounting officer. Please include this signature in an amended Form F-3. If David Goold, the CFO, also serves as the controller or principal accounting officer, his signature should be captioned as such in your amended filing. See Instructions 1 and 2 to the Signatures section of Form F-3.
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.
Notwithstanding our comments, in the event the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, 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 this action 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.
We will consider a written request for acceleration of the effective date of the registration statement as a confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement. Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date.
Please direct any questions to Sonia Barros at (202) 551- 3655.
Sincerely,
Jeffrey
Riedler
Assistant
Director
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Mail Stop 6010 December 5, 2005
DL Services, Inc.
1420 Fifth Avenue, Suite 3400
Seattle, WA 98101
Re: Forbes Medi-Tech Inc.
Registration Statement on Form F-3, filed November 23, 2005
File No. 333-129943
Dear Sir or Madame:
We have limited our review of the above referenced
registration
statement to the disclosure with respect to the selling
stockholders
and to the required signatures. In that respect, we have the
following comments:
1. Please revise your prospectus to identify the selling security
holders who are registered broker-dealers as underwriters with
respect to the securities being offered, unless the selling
security
holders received these securities as underwriting compensation.
2. Please also revise your prospectus to identify any selling
security holders who are affiliates of broker-dealers as such and
clearly provide in your prospectus that such 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.
3. We note the filing does not include the signature of your
controller or principal accounting officer. Please include this
signature in an amended Form F-3. If David Goold, the CFO, also
serves as the controller or principal accounting officer, his
signature should be captioned as such in your amended filing. See
Instructions 1 and 2 to the Signatures section of
Form F-3.
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.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
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 this action 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.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
Please direct any questions to Sonia Barros at (202) 551-
3655.
Sincerely,
Jeffrey
Riedler
Assistant
Director
cc: Kenneth Sam, Esq.
Dorsey & Whitney LLP
Republic Plaza Building
Suite 4700 - 370 Seventeenth Street
Denver, CO 80202-5647
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DL Services, Inc.
December 5, 2005
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