SEC Company Response from GALAXY ENERGY CORP (CIK 0001132784) — Aug 30, 2005
GALAXY ENERGY CORP (CIK 0001132784)
Date: Aug. 30, 2005 · CIK: 0001132784 · Accession: 0000949353-05-000350
AI Filing Summary & Sentiment
File numbers found in text: 333-126310
Letter
[DDCSH LETTERHEAD] DILL DILL CARR STONBRAKER & HUTCHINGS, P.C. Christopher W. Carr Daniel W. Carr John J. Coates Kevin M. Coates H. Alan Dill 455 Sherman Street, Suite 300 Robert A. Dill Denver, Colorado 80203 Thomas M. Dunn Phone: 303-777-3737 John A. Hutchings Fax: 303-777-3823 Stephen M. Lee www.dillanddill.com Fay M. Matsukage* Adam P. Stapen Jon Stonbraker Craig A. Stoner Patrick D. Tooley *Also licensed in Nevada August 30, 2005 H. Roger Schwall, Assistant Director Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549
RE: GALAXY ENERGY CORPORATION AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM S-3 FILED AUGUST 9, 2005 FILE NO. 333-126310
Dear Mr. Schwall:
By this letter, we are responding on behalf of Galaxy Energy Corporation (the "Company") to a comment received by telephone from Tim Levenberg and Mellissa Campbell Duru on August 24, 2005.
Mr. Levenberg and Ms. Duru asked the Company to confirm that it met the eligibility requirements for the Form S-3. The Company is relying upon the telephone interpretation that appears in the Manual Of Publicly Available Telephone Interpretations Compiled by the Office of Chief Counsel (July 1997), Section H. No. 56:
Form S-3, General Instructions I.B.3. and I.B.1.
Issuers meeting the float test in General Instruction I.B.1 of Form S-3 may make secondary offerings on Form S-3, even though the securities to be issued are not listed on a national securities exchange or quoted on an automated quotation system of a national securities association, as required by General Instruction I.B.3.
The float test means that the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant is $75 million or more, with the aggregate market value of the registrant's common equity being computed by use of the last sale price, or the average of the bid and asked prices of such common equity, in the principal market for such common equity, as of a date within 60 days prior to the date of filing.
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H. Roger Schwall, Assistant Director Division of Corporation Finance Securities and Exchange Commission August 30, 2005 Page 2
The Company's calculations regarding the float test are as follows:
Shares outstanding at June 29, 2005............................. 63,873,841 Less shares held by affiliates.................................. -14,818,964 ---------- Shares held by non-affiliates................................... 49,054,877 ==========
On June 15, 2005, the OTC Bulletin Board reported a last sale price of $1.54. Using that price, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the Company is $75,544,510.
Please contact the undersigned if you have any further questions.
Sincerely,
/s/ FAY M. MATSUKAGE
Show Raw Text
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[DDCSH LETTERHEAD]
DILL DILL CARR STONBRAKER & HUTCHINGS, P.C. Christopher W. Carr
Daniel W. Carr
John J. Coates
Kevin M. Coates
H. Alan Dill
455 Sherman Street, Suite 300 Robert A. Dill
Denver, Colorado 80203 Thomas M. Dunn
Phone: 303-777-3737 John A. Hutchings
Fax: 303-777-3823 Stephen M. Lee
www.dillanddill.com Fay M. Matsukage*
Adam P. Stapen
Jon Stonbraker
Craig A. Stoner
Patrick D. Tooley
*Also licensed in Nevada
August 30, 2005
H. Roger Schwall, Assistant Director
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
RE: GALAXY ENERGY CORPORATION
AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM S-3 FILED AUGUST 9, 2005
FILE NO. 333-126310
Dear Mr. Schwall:
By this letter, we are responding on behalf of Galaxy Energy Corporation (the
"Company") to a comment received by telephone from Tim Levenberg and Mellissa
Campbell Duru on August 24, 2005.
Mr. Levenberg and Ms. Duru asked the Company to confirm that it met the
eligibility requirements for the Form S-3. The Company is relying upon the
telephone interpretation that appears in the Manual Of Publicly Available
Telephone Interpretations Compiled by the Office of Chief Counsel (July 1997),
Section H. No. 56:
Form S-3, General Instructions I.B.3. and I.B.1.
Issuers meeting the float test in General Instruction I.B.1 of Form S-3
may make secondary offerings on Form S-3, even though the securities to
be issued are not listed on a national securities exchange or quoted on
an automated quotation system of a national securities association, as
required by General Instruction I.B.3.
The float test means that the aggregate market value of the voting and
non-voting common equity held by non-affiliates of the registrant is $75 million
or more, with the aggregate market value of the registrant's common equity being
computed by use of the last sale price, or the average of the bid and asked
prices of such common equity, in the principal market for such common equity, as
of a date within 60 days prior to the date of filing.
<PAGE>
H. Roger Schwall, Assistant Director
Division of Corporation Finance
Securities and Exchange Commission
August 30, 2005
Page 2
The Company's calculations regarding the float test are as follows:
Shares outstanding at June 29, 2005............................. 63,873,841
Less shares held by affiliates.................................. -14,818,964
----------
Shares held by non-affiliates................................... 49,054,877
==========
On June 15, 2005, the OTC Bulletin Board reported a last sale price of $1.54.
Using that price, the aggregate market value of the voting and non-voting common
equity held by non-affiliates of the Company is $75,544,510.
Please contact the undersigned if you have any further questions.
Sincerely,
/s/ FAY M. MATSUKAGE
Fay M. Matsukage
Enclosures
Cc: Galaxy Energy Corporation
Wheeler Wasoff, P.C.
Hein & Associates LLP
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