SEC Comment Letter for SUTTER HOLDING CO INC (CIK 0001100202) — Aug 23, 2005
SUTTER HOLDING CO INC (CIK 0001100202)
Date: Aug. 23, 2005 · CIK: 0001100202 · Accession: 0000000000-05-043332
AI Filing Summary & Sentiment
File numbers found in text: 001-15733
Letter
Mail Stop 4561 August 23, 2005 Mr. William G. Knuff, III Co-Chief Executive Officer and Chief Financial Officer Sutter Holding Company, Inc. 220 Montgomery Street Suite 2100 San Francisco, California 94104
Re: Sutter Holding Company, Inc. Item 4.02 Form 8-K/A Filed August 12, 2005 File No. 001-15733
Dear Mr. Knuff, III:
We have reviewed your filing and have 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 more information so we may better understand your disclosure. After reviewing this information, we may 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 any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
1. We note your revised disclosures in your amended Form 8-K Item 4.02 in response to our previous comment 4. Considering your net income decreased from $82K to a loss of $781K we remain unclear how you determined that: * Recognizing the impact of the correction of the accounting error resulted in neither an adverse nor a positive consequence to your operations or financial condition, and * That this correction of an error has no economic impact on your operations.
Please revise the basis for your statements and clearly explain why you believe that the corrected financial statements do not provide more useful and relevant information to investors regarding your financial condition and results of operations.
2. We note your response to our previous comment 5 and remain unclear about your principal officers` conclusions on the effectiveness of your disclosure controls and procedures given the fact that you did not discover the accounting error resulting in the restatement until March 25, 2005. Tell us how you concluded in Item 9A of your 2004 Form 10-K/A that the restatement did not reflect a material weakness in your disclosure controls and procedures and call into question your principal officers` assertions on the effectiveness of your disclosure controls or procedures as of December 31, 2004, considering the guidance in paragraph 140 of the PCAOB Auditing Standard No. 2.
As appropriate, please amend your filing and respond to these comments within five business days or tell us when you will provide us with a response. 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 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 filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment 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.
If you have any questions, please call John Spitz at (202) 551- 3484.
Sincerely,
Amit Pande
Assistant Chief Accountant
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Show Raw Text
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Mail Stop 4561
August 23, 2005
Mr. William G. Knuff, III
Co-Chief Executive Officer and Chief Financial Officer
Sutter Holding Company, Inc.
220 Montgomery Street
Suite 2100
San Francisco, California 94104
Re: Sutter Holding Company, Inc.
Item 4.02 Form 8-K/A
Filed August 12, 2005
File No. 001-15733
Dear Mr. Knuff, III:
We have reviewed your filing and have 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 more
information so we may better understand your disclosure. After
reviewing this information, we may 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 any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
1. We note your revised disclosures in your amended Form 8-K Item
4.02 in response to our previous comment 4. Considering your net
income decreased from $82K to a loss of $781K we remain unclear
how
you determined that:
* Recognizing the impact of the correction of the accounting error
resulted in neither an adverse nor a positive consequence to your
operations or financial condition, and
* That this correction of an error has no economic impact on your
operations.
Please revise the basis for your statements and clearly explain
why
you believe that the corrected financial statements do not provide
more useful and relevant information to investors regarding your
financial condition and results of operations.
2. We note your response to our previous comment 5 and remain
unclear
about your principal officers` conclusions on the effectiveness of
your disclosure controls and procedures given the fact that you
did
not discover the accounting error resulting in the restatement
until
March 25, 2005. Tell us how you concluded in Item 9A of your 2004
Form 10-K/A that the restatement did not reflect a material
weakness
in your disclosure controls and procedures and call into question
your principal officers` assertions on the effectiveness of your
disclosure controls or procedures as of December 31, 2004,
considering the guidance in paragraph 140 of the PCAOB Auditing
Standard No. 2.
As appropriate, please amend your filing and respond to
these
comments within five business days or tell us when you will
provide
us with a response. 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 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 filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment 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.
If you have any questions, please call John Spitz at (202)
551-
3484.
Sincerely,
Amit Pande
Assistant Chief Accountant
??
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Mr. William G. Knuff, III
Sutter Holding Company, Inc.
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