SEC Company Response from MANARIS CORP (CIK 0001125051) — Dec 23, 2005
MANARIS CORP (CIK 0001125051)
Date: Dec. 23, 2005 · CIK: 0001125051 · Accession: 0001144204-05-041012
AI Filing Summary & Sentiment
Referenced dates: August 24, 2005
Letter
SICHENZIA ROSS FRIEDMAN FERENCE LLP ATTORNEY AT LAW
December 23, 2005
VIA FEDERAL EXPRESS Mail Stop 3561 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549
Attention: Michele M. Anderson, Derek Swanson
Ladies and Gentlemen:
The following responses address the comments of the reviewing Staff of the Commission as set forth in: (i) the comment letter dated August 24, 2005 relating to the Form 8-K of Manaris Corporation, Inc. ("Manaris" or the "Company") filed on August 9, 2005 and (ii) recent telephone conversations with us. On behalf of the Company, we respond as follows:
1. You have requested that the Company explain why the: (a) reduction in the exercise price of the Company's Original Warrants and (b) Special Warrant Offering, both of which occurred in July 2005, constitute a valid private placement under Section 4(2) of the Securities Act of 1933.
Response:
The reduction in the exercise price of the Original Warrants and Special Warrant Offering constitutes a valid private placement under Section 4(2) of the Securities Act for the following reasons:
i. The reduction in the exercise price of the Original Warrants and the Special Warrant Offering were offered only to certain preexisting warrant holders whose securities were registered on the Company's Form SB-2 filed on May 9, 2005;
ii. No advertising or general solicitation was employed in the reduction in the exercise price of the Original Warrants and the Special Warrant Offering;
iii. The reduction in the exercise price of the Original Warrants and the Special Warrant Offering were made to a limited number of persons, all of whom were accredited investors, business associates of the Company, or executive officers of the Company;
iv. Transfer of the warrants was restricted by the Company in accordance with the requirements of the Securities Act of 1933;
<PAGE>
v. The Company made independent determinations that the investors receiving the reduction in the exercise price of the Original Warrants and participating in the Special Warrant Offering were accredited or sophisticated investors, and that they were capable of analyzing the merits and risks of their investment, and that they understood the speculative nature of their investment. In addition, all of the investors were provided with access to the Company's Securities and Exchange Commission filings.
2. You have requested that the Company explain why the Company's Original Warrant holders would choose to participate in the Company's Special Warrant Offering.
Response:
The Company's Special Warrant Offering presented the Original Warrant holders with the benefit of receiving two new incentive warrants (the "New Warrants") for each Original Warrant. In addition, the February 2010 expiration date of the New Warrants is significantly later in time than the Original Warrants (with the exception of the Original Series E Warrants, which have essentially the same expiration date as the New Warrants). A comparison of the expiration dates of the Original Warrants and the New Warrants is set forth in the chart below.
---------------------- --------------------- ----------------------- Original Warrant Original Warrant New Warrants Expiration Date Expiration Date ---------------------- --------------------- ----------------------- Class A August February 2010 2005-February 2006 (Series H and Series J) ---------------------- --------------------- ----------------------- Series A April 2006 February 2010 (Series H and Series J) ---------------------- --------------------- ----------------------- Series F February 2006 February 2010 (Series H and Series J) ---------------------- --------------------- ----------------------- Series E February 2010 February 2010 (Series G and Series I) ---------------------- --------------------- -----------------------
3. You have requested that the Company confirm that the Original Warrant holders who did not participate in the Special Warrant Offering have not exercised their Original Warrants.
Response:
We have been advised by the Company that the Original Warrant holders who did not participate in the Special Warrant Offering have not exercised their Original Warrants.
<PAGE>
In addition to the foregoing, the Company hereby acknowledges that:
o The company is responsible for the adequacy and accuracy of the disclosure in the filing;
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 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.
Should you have any questions, please do not hesitate to contact the undersigned at 212-930-9700. Thank you.
Very Truly Yours,
/s/ Darrin Ocasio
--------------------------
Darrin Ocasio
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SICHENZIA ROSS FRIEDMAN FERENCE LLP
ATTORNEY AT LAW
December 23, 2005
VIA FEDERAL EXPRESS
Mail Stop 3561
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attention: Michele M. Anderson, Derek Swanson
Ladies and Gentlemen:
The following responses address the comments of the reviewing Staff of the
Commission as set forth in: (i) the comment letter dated August 24, 2005
relating to the Form 8-K of Manaris Corporation, Inc. ("Manaris" or the
"Company") filed on August 9, 2005 and (ii) recent telephone conversations with
us. On behalf of the Company, we respond as follows:
1. You have requested that the Company explain why the: (a) reduction in the
exercise price of the Company's Original Warrants and (b) Special Warrant
Offering, both of which occurred in July 2005, constitute a valid private
placement under Section 4(2) of the Securities Act of 1933.
Response:
The reduction in the exercise price of the Original Warrants and Special
Warrant Offering constitutes a valid private placement under Section 4(2)
of the Securities Act for the following reasons:
i. The reduction in the exercise price of the Original Warrants and the
Special Warrant Offering were offered only to certain preexisting
warrant holders whose securities were registered on the Company's
Form SB-2 filed on May 9, 2005;
ii. No advertising or general solicitation was employed in the reduction
in the exercise price of the Original Warrants and the Special
Warrant Offering;
iii. The reduction in the exercise price of the Original Warrants and the
Special Warrant Offering were made to a limited number of persons,
all of whom were accredited investors, business associates of the
Company, or executive officers of the Company;
iv. Transfer of the warrants was restricted by the Company in accordance
with the requirements of the Securities Act of 1933;
<PAGE>
v. The Company made independent determinations that the investors
receiving the reduction in the exercise price of the Original
Warrants and participating in the Special Warrant Offering were
accredited or sophisticated investors, and that they were capable of
analyzing the merits and risks of their investment, and that they
understood the speculative nature of their investment. In addition,
all of the investors were provided with access to the Company's
Securities and Exchange Commission filings.
2. You have requested that the Company explain why the Company's Original
Warrant holders would choose to participate in the Company's Special
Warrant Offering.
Response:
The Company's Special Warrant Offering presented the Original Warrant
holders with the benefit of receiving two new incentive warrants (the "New
Warrants") for each Original Warrant. In addition, the February 2010
expiration date of the New Warrants is significantly later in time than
the Original Warrants (with the exception of the Original Series E
Warrants, which have essentially the same expiration date as the New
Warrants). A comparison of the expiration dates of the Original Warrants
and the New Warrants is set forth in the chart below.
---------------------- --------------------- -----------------------
Original Warrant Original Warrant New Warrants
Expiration Date Expiration Date
---------------------- --------------------- -----------------------
Class A August February 2010
2005-February 2006 (Series H and Series J)
---------------------- --------------------- -----------------------
Series A April 2006 February 2010
(Series H and Series J)
---------------------- --------------------- -----------------------
Series F February 2006 February 2010
(Series H and Series J)
---------------------- --------------------- -----------------------
Series E February 2010 February 2010
(Series G and Series I)
---------------------- --------------------- -----------------------
3. You have requested that the Company confirm that the Original Warrant
holders who did not participate in the Special Warrant Offering have not
exercised their Original Warrants.
Response:
We have been advised by the Company that the Original Warrant holders who
did not participate in the Special Warrant Offering have not exercised
their Original Warrants.
<PAGE>
In addition to the foregoing, the Company hereby acknowledges that:
o The company is responsible for the adequacy and accuracy of the
disclosure in the filing;
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 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.
Should you have any questions, please do not hesitate to contact the
undersigned at 212-930-9700. Thank you.
Very Truly Yours,
/s/ Darrin Ocasio
--------------------------
Darrin Ocasio
</TEXT>
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