SEC Company Response from Trinsic, Inc. (CIK 0001096509) — Aug 17, 2005
Trinsic, Inc. (CIK 0001096509)
Date: Aug. 17, 2005 · CIK: 0001096509 · Accession: 0000950162-05-000841
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File numbers found in text: 000-28467
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(LETTERHEAD OF CAHILL GORDON & REINDEL LLP)
(212) 701-3186
August 17, 2005
Re: Trinsic, Inc.
Amended Preliminary Proxy Statement on
Schedule 14A
Filed August 17, 2005
File No. 000-28467
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Dear Ms. Anderson:
On behalf of Trinsic, Inc., this letter is provided in connection with the
Amended Preliminary Proxy Statement on Schedule 14A referenced above. Trinsic's
Amended Preliminary Proxy Statement contains changes in response to my telephone
call with Ted Yu on August 12, 2005 and your letter of the same date.
Capitalized terms used in the responses below have the meanings provided in the
Amended Preliminary Proxy Statement.
General
1. Comment: Trinsic should not mail the Definitive Proxy prior to the
completion of the review of its Form 10-K for the fiscal year ended December 31,
2004.
Response: Trinsic will not mail its Definitive Proxy until the Commission
confirms that its review of Trinsic's Form 10-K is complete.
2. Comment: Trinsic should increase the disclosure regarding the effect of
the reverse stock split and conversion. For example, please disclose how these
events will affect liquidity, trading volume and the dilution of non-Fund
shareholders.
Response: Trinsic has added disclosure to the proxy in response to this
comment. Please see, e.g., pages 2, 3, 11, 12, 13 and 16 of the amended
preliminary proxy statement.
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3. Comment: In Trinsic's description of potential conflicts of interest,
include a more clear description of Messrs. Tucker's and Cowen's affiliation
with the Fund, including partnership status and financial interests.
Response: Trinsic has added disclosure to the proxy in response to this
comment. Please see, e.g., pages 5 and 11 of the amended preliminary proxy
statement.
4. Comment: Trinsic should more fully disclose the effect of the issuance
of the Series H Preferred Stock on the Fund's control of Trinsic.
Response: Trinsic has added disclosure to the proxy in response to this
comment. Please see, e.g., pages 2 and 3 of the amended preliminary proxy
statement.
Trinsic has not made any material changes in the amended preliminary proxy
statement for reasons other than in response to specific staff comments.
Trinsic has acknowledged the following and has requested these statements
be made on their behalf:
o Trinsic is responsible for the adequacy and accuracy of the disclosure
in the filing of the proxy statement;
o 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
o Trinsic 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.
Very truly yours,
/s/ Gary A. Brooks
----------------------------
Gary A. Brooks
Ms. Michele M. Anderson
Legal Branch Chief
United States Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549-0406
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VIA EDGAR TRANSMISSION
cc: Mr. Horace J. Davis, III
Mr. Ted Yu
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