SEC Company Response from FASTCLICK INC (CIK 0001116924) — Mar 23, 2005
FASTCLICK INC (CIK 0001116924)
Date: March 23, 2005 · CIK: 0001116924 · Accession: 0001104659-05-012523
AI Filing Summary & Sentiment
File numbers found in text: 333-121528
Letter
Securities and Exchange Commission Division of Corporation Finance Attention: Re: Fastclick, Inc. Registration Statement on Form S-1 File No. 333-121528
Dear Ms. Anderson:
We are responding to comments 38 and 39 in your original letter to Kurt A. Johnson, President and Chief Executive Officer, Fastclick, Inc., dated January 19, 2005. The comments should be read in connection with Amendment No. 3 filed on March 16, 2005 (the ”Amendment”), which we previously provided to you. We refer to Fastclick, Inc. as “Fastclick” or the “Company.”
Principal and Selling Stockholders, page 70
38. Tell us whether any of the selling stockholders are broker-dealers or affiliates of broker-dealers. We may have further comments.
Issuer’s Response
None of the selling stockholders are broker-dealers or affiliates of broker-dealers.
Underwriting, page 78
39. State that the selling stockholders may be deemed to be underwriters or advise us why you believe such a statement is unnecessary.
Issuer’s Response
We advise you supplementally that we do not believe it is not necessary for the Company to state that the selling stockholders may be deemed to be underwriters. None of the selling stockholders fall under the definition of “underwriter” set forth in Section 2(a)(11) of the Securities Act of 1933, as amended. In connection with the Company’s initial public offering, none of the selling stockholders purchased shares from the Company with a view to, or will offer or sell for the Company in connection with, the distribution of any security, or will participate or will have a direct or indirect participation in any such undertaking, or will participate or will have a participation in the direct or indirect underwriting of any such undertaking. Indeed, no selling stockholder has acquired shares of common stock from the Company within the twenty month period prior to the date hereof. In addition, none of the selling stockholders are directly or indirectly controlling or controlled by the Company, nor is any selling stockholder under direct or indirect common control with the Company. Other than Jeff Pryor, who holds approximately 6.2% of the Company’s common stock, the selling stockholders do not include any employees, officers, directors or holders of 5% or more of the securities of the Company. Upon completion of the initial public offering, Mr. Pryor’s ownership percentage will be reduced to approximately 3.2%.
We previously provided courtesy copies of the Amendment to the attention of Reginald A. Norris, Staff Attorney.
Very
truly yours,
/s/
C. Thomas Hopkins
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CORRESP 1 filename1.htm 800 Anacapa Street | Santa Barbara, CA 93101-2212 805-568-1151 office | 805-568-1955 fax | www.sheppardmullin.com Writer’s Direct Line: 805-879-1813 thopkins@sheppardmullin.com March 23, 2005 Our File No: 04SD-114157 EDGAR Transmission, Facsimile and Overnight Mail Securities and Exchange Commission Division of Corporation Finance 450 Fifth Street, N.W., Mail Stop 0407 Washington, D.C. 20549 Attention: Michele M. Anderson, Legal Branch Chief Re: Fastclick, Inc. Registration Statement on Form S-1 File No. 333-121528 Dear Ms. Anderson: We are responding to comments 38 and 39 in your original letter to Kurt A. Johnson, President and Chief Executive Officer, Fastclick, Inc., dated January 19, 2005. The comments should be read in connection with Amendment No. 3 filed on March 16, 2005 (the ”Amendment”), which we previously provided to you. We refer to Fastclick, Inc. as “Fastclick” or the “Company.” Principal and Selling Stockholders, page 70 38. Tell us whether any of the selling stockholders are broker-dealers or affiliates of broker-dealers. We may have further comments. Issuer’s Response None of the selling stockholders are broker-dealers or affiliates of broker-dealers. Underwriting, page 78 39. State that the selling stockholders may be deemed to be underwriters or advise us why you believe such a statement is unnecessary. Issuer’s Response We advise you supplementally that we do not believe it is not necessary for the Company to state that the selling stockholders may be deemed to be underwriters. None of the selling stockholders fall under the definition of “underwriter” set forth in Section 2(a)(11) of the Securities Act of 1933, as amended. In connection with the Company’s initial public offering, none of the selling stockholders purchased shares from the Company with a view to, or will offer or sell for the Company in connection with, the distribution of any security, or will participate or will have a direct or indirect participation in any such undertaking, or will participate or will have a participation in the direct or indirect underwriting of any such undertaking. Indeed, no selling stockholder has acquired shares of common stock from the Company within the twenty month period prior to the date hereof. In addition, none of the selling stockholders are directly or indirectly controlling or controlled by the Company, nor is any selling stockholder under direct or indirect common control with the Company. Other than Jeff Pryor, who holds approximately 6.2% of the Company’s common stock, the selling stockholders do not include any employees, officers, directors or holders of 5% or more of the securities of the Company. Upon completion of the initial public offering, Mr. Pryor’s ownership percentage will be reduced to approximately 3.2%. We previously provided courtesy copies of the Amendment to the attention of Reginald A. Norris, Staff Attorney. Very truly yours, /s/ C. Thomas Hopkins C. Thomas Hopkins for SHEPPARD, MULLIN, RICHTER & HAMPTON LLP cc: Kurt A. Johnson Fred J. Krupica Reginald A. Norris Linda G. Michaelson William H. Hinman Jr.