SEC Comment Letter for SMART VIDEO TECHNOLOGIES INC (CIK 0001089525) — Jul 14, 2005
SMART VIDEO TECHNOLOGIES INC (CIK 0001089525)
Date: July 14, 2005 · CIK: 0001089525 · Accession: 0000000000-05-036071
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File numbers found in text: 000-26809
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July 12, 2005
Via Facsimile and (561) 659-0701 and U.S. Mail
Michael Harris, Esq.
1555 Palm Beach Boulevard
West Palm Beach, FL 33401
Re: Smartvideo Technologies, Inc.
Preliminary Consent Statement
of Forte Capital Partners, LLC
Schedule 14A Amendment filed July 7, 2005, File No. 000-26809
Dear Mr. Harris:
We have reviewed the above-referenced filing and have the
following comments:
General
1. We note that your above-referenced amendment was not marked in
compliance with Section 310 of Regulation S-T. Much of the
changed text was not marked as changed at all. In your amendment
in response to these comments and any subsequent filings, please be
sure to properly mark your documents.
2. In the consent statement, briefly discuss your authority for
making the changes for which you are seeking consents. For
example, do the governing instruments of the Company permit
shareholders to repeal bylaw amendments by written consent? Does
state law? If shareholders` ability to make these changes are in
question, please discuss.
Financial Performance, page 5
3. We note your amendment and response to prior comment 4, but
believe that you should identify the source for the financial
information stated under your heading Financial Performance.
Allegations Concerning $800,000 Fee to Former Chief Financial
Officer, page 6
4. We note your amendment and response to prior comment 11, but
cannot locate your inclusion of the Black-Scholes calculation
used by the Company in order to balance the disclosure regarding
the explanation of how the approximately $4 million value of
compensation owed to Interim CFO Solutions LLC was calculated.
Please advise.
Conflicts of Interest of Nominees, page 3
5. We note your amendment and response to prior comment 14, but
believe you should expand your description of the services Forte
was obligated to perform under the terms of its consulting
agreement with the Company. For example, what was included in
Forte "assist[ing] management in expediting the filing of a
Registration Statement"?
Removal of Directors, page 8
6. We note your response to prior comment 21 and your removal
of the statement that you seek to remove Mr. Bennett (and the other
members of the board, if any) "without cause." Currently, your
disclosure does not state under what method you plan to proceed.
Please state whether you seek to remove Mr. Bennett with cause or
without cause, as such procedure will have significant financial
consequences for the Company. We note that the letter offering
employment to Mr. Bennett was filed as an exhibit to the Company`s
report on Form 10-KSB for the year ended December 31, 2003 and
provides for a payment equal to six months of base salary if he is
terminated as an employee without cause.
Certification of Participants in the Solicitation
7. We cannot locate your certification regarding the closing
comment we issued to you in our comment letter of July 1, 2005.
Please advise.
Closing Comment
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.
Since the participants in this solicitation 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 participants acknowledging
that:
* the participants are responsible for the adequacy and accuracy
of the disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the participants 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.
Direct any questions to me at (202) 551-3257, or in my
absence, to Christina Chalk at (202) 551-3263. You may also contact
me via facsimile at (202) 772-9203. Please send all correspondence
to us at the following ZIP code: 20549-3628.
Very truly yours,
Celeste M. Murphy
Special Counsel
Office of Mergers
and Acquisitions
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