SEC Company Response from ACCURAY INC (ARAY) (CIK 0001138723) (ARAY) — Feb 5, 2007
ACCURAY INC (ARAY) (CIK 0001138723)
Date: Feb. 5, 2007 · CIK: 0001138723 · Accession: 0001047469-07-000634
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-138622
Referenced dates: January 11, 2007, January 25, 2007
Letter
140 Scott Drive
Menlo Park, California 94025
Tel: (650) 328-4600 Fax: (650) 463-2600
www.lw.com
LATHAM & WATKINS LLP
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Washington, D.C.
February 5, 2007
VIA EDGAR AND FACSIMILE—(202) 772-9218
Securities and Exchange Commission
Mail Stop 6010
100 F Street, N.E.
Washington, D.C. 20549
Attention:
Jay Mumford
Perry Hindin, Special Counsel
Kristin Lochhead
Brian Cascio
Re:
Accuray Incorporated
Registration Statement on Form S-1 (Registration No. 333-138622)
Ladies and Gentlemen:
On behalf of Accuray Incorporated ("Accuray" or the "Company"), we confirm receipt of the letter dated January 25, 2007 from the staff (the "Staff") of the Securities and Exchange Commission (the "Commission") with respect to the above-referenced filing. We are responding to the Staff's comments as set forth below. The Staff's comments are set forth below in bold, followed by the Company's response. Accuray is filing pre-effective Amendment No. 4 ("Amendment No. 4") to the above referenced registration statement with this response letter. All page numbers in the responses below refer to Amendment No. 4.
The Offering, page 7
1.We note your response to prior comment 8 in our letter dated January 11, 2007 that you have received a firm commitment from the warrant holder to exercise his shares immediately prior to the closing of the offering. Please tell us if there is written and legal documentation of the warrant holder's obligation to exercise the warrants prior to the closing of the offering.
Accuray respectfully advises the Staff that it has received written notice of exercise and other legal documentation of the warrant holder's obligation to exercise the warrants prior to the closing of the offering.
Risk Factors, page 11
It is difficult and costly to protect our intellectual property..., page 21
2.We note your new disclosure about the letter from AS&E regarding a potential intellectual property dispute. Please disclose the nature of the intellectual property at issue.
Accuray has revised the disclosure on pages 21 and 73 in response to the Staff's comment.
Principal and Selling Stockholders, page 109
3.Please identify the natural person(s) with voting or investment power over the shares held by each selling stockholder.
Accuray has revised the disclosure on pages 112 through 114 in response to the Staff's comment.
* * * * *
Accuray would very much appreciate the Staff's prompt review of Amendment No. 4 and this response letter. If the Staff has any questions or would like to discuss any of the foregoing, please do not hesitate to contact the undersigned at (650) 463-2645.
Very
truly yours,
/s/ Laura I. Bushnell
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140 Scott Drive
Menlo Park, California 94025
Tel: (650) 328-4600 Fax: (650) 463-2600
www.lw.com
LATHAM & WATKINS LLP
FIRM/AFFILIATE OFFICES
Barcelona
New Jersey
Brussels
New York
Chicago
Northern Virginia
Frankfurt
Orange County
Hamburg
Paris
Hong Kong
San Diego
London
San Francisco
Los Angeles
Shanghai
Madrid
Silicon Valley
Milan
Singapore
Moscow
Tokyo
Munich
Washington, D.C.
February 5, 2007
VIA EDGAR AND FACSIMILE—(202) 772-9218
Securities
and Exchange Commission
Mail Stop 6010
100 F Street, N.E.
Washington, D.C. 20549
Attention:
Jay Mumford
Perry Hindin, Special Counsel
Kristin Lochhead
Brian Cascio
Re:
Accuray Incorporated
Registration Statement on Form S-1 (Registration No. 333-138622)
Ladies
and Gentlemen:
On
behalf of Accuray Incorporated ("Accuray" or the "Company"), we confirm receipt of the letter dated January 25, 2007 from the staff (the "Staff") of the Securities and Exchange
Commission (the "Commission") with respect to the above-referenced filing. We are responding to the Staff's comments as set forth below. The Staff's comments are set forth below in bold, followed by
the Company's response. Accuray is filing pre-effective Amendment No. 4 ("Amendment No. 4") to the above referenced registration statement with this response letter. All page
numbers in the responses below refer to Amendment No. 4.
The Offering, page 7
1.We note your response to prior comment 8 in our letter dated January 11, 2007 that you have received a firm commitment from the warrant holder to
exercise his shares immediately prior to the closing of the offering. Please tell us if there is written and legal documentation of the warrant holder's obligation to exercise the warrants prior to
the closing of the offering.
Accuray
respectfully advises the Staff that it has received written notice of exercise and other legal documentation of the warrant holder's obligation to exercise the warrants prior to
the closing of the offering.
Risk Factors, page 11
It is difficult and costly to protect our intellectual property..., page 21
2.We note your new disclosure about the letter from AS&E regarding a potential intellectual property dispute. Please disclose the nature of the intellectual
property at issue.
Accuray
has revised the disclosure on pages 21 and 73 in response to the Staff's comment.
Principal and Selling Stockholders, page 109
3.Please identify the natural person(s) with voting or investment power over the shares held by each selling stockholder.
Accuray
has revised the disclosure on pages 112 through 114 in response to the Staff's comment.
*
* * * *
Accuray
would very much appreciate the Staff's prompt review of Amendment No. 4 and this response letter. If the Staff has any questions or would like to discuss any of the
foregoing, please do not hesitate to contact the undersigned at (650) 463-2645.
Very
truly yours,
/s/ Laura I. Bushnell
Laura I. Bushnell
of Latham & Watkins LLP
cc:
Euan S. Thomson, Ph.D., Accuray Incorporated
Robert E. McNamara, Accuray Incorporated
Michael W. Hall, Esq., Latham & Watkins LLP
Laura I. Bushnell, Esq., Latham & Watkins LLP
Jean-Marc Corredor, Esq., Latham & Watkins LLP
Mark L. Reinstra, Esq., Wilson Sonsini Goodrich & Rosati
Gavin McCraley, Esq., Wilson Sonsini Goodrich & Rosati
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