SEC Comment Letter for REED'S, INC. (REED) (CIK 0001140215) (REED) — Aug 14, 2009
REED'S, INC. (REED) (CIK 0001140215)
Date: Aug. 14, 2009 · CIK: 0001140215 · Accession: 0000000000-09-044762
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-156908
Referenced dates: July 15, 2009, July 15, 2009
Letter
Mail Stop 3561 August 14, 2009 Mr. Christopher Reed, Chief Executive Officer Reed’s, Inc. 13000 South Spring Street Los Angeles, California 90061 Re: Reed’s, Inc. Registration Statement on Form S-3/A File No. 333-156908 Filed July 28, 2009
Dear Mr. Reed:
We have limited our review of your filing to those issues we have addressed in our comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we w ill consider your explanation as to why our comment is inapplicable or a revision is unneces sary. Please be as detailed as necessary in your explanation. In some of our comme nts, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments. Please understand that the purpose of our re view 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. General
1. We note your response to comments one a nd seven of our letter dated July 15, 2009, and we reissue comment them. Your registration statement still remains incomplete. Please fill in all of the bl anks throughout your registration statement and file all of your missing exhibits. Pl ease note we need sufficient time to review these changes and exhibits prior to the effectiveness of your registration statement and may have further comments.
Mr. Christopher Reed, Ch ief Executive Officer Reed’s, Inc. August 14, 2009 Page 2
2. Please provide us with a detailed analysis as to why you believe this transaction is eligible for registration on Form S-3 pursu ant to General Instruction I.B.4. We may have further comment.
3. Please revise footnote 4 in your fee table to clearly indicate that the indeterminate number of additional shares of common stock is being registered is in accordance with Rule 416 to prevent dilution resulti ng from stock splits, stock dividends or similar transactions.
4. We note your response to comment four of our letter dated July 15, 2009. Please revise your cover page to indicate the number of shares of common stock underlying the Series B Preferred that are being registered.
The Rights Offering, page 41
5. We note your statement that “each record date stockholder is being issued one right for every share of our Series B Pref erred owned on the record date.” Your cover page indicates that the company is distributing one right for every share of common stock that you own on the record da te. Please revise as appropriate. Form 10-K for the fiscal year ende d December 31, 2008 Filed on March 27, 2009
Form 10-Q for quarter ended March 31, 2009 Filed May 13, 2009 6. We note your proposed changes to your peri odic reports in Ex hibits A and B of your response letter. Please file your amended periodic reports. Closing Comments
As appropriate, please amend your regist ration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cove r 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 amendmen t and responses to our comments.
Mr. Christopher Reed, Ch ief Executive Officer Reed’s, Inc. August 14, 2009 Page 3
Please contact Edwin Kim at (202) 5 51-3297 or David Link at (202) 551-3356 with any questions.
S i n c e r e l y ,
John Reynolds Assistant Director
cc: Ruba Qashu, Esq. Fax: (866) 313-3040
Show Raw Text
Mail Stop 3561
August 14, 2009
Mr. Christopher Reed, Chief Executive Officer Reed’s, Inc. 13000 South Spring Street Los Angeles, California 90061
Re: Reed’s, Inc.
Registration Statement on Form S-3/A
File No. 333-156908 Filed July 28, 2009
Dear Mr. Reed:
We have limited our review of your filing to those issues we have addressed in
our comments. Where indicated, we think you should revise your document in response
to these comments. If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary. Please be as detailed as necessary
in your explanation. In some of our comme nts, we may ask you to provide us with
information so we may better understand your disclosure. After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view 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.
General
1. We note your response to comments one a nd seven of our letter dated July 15,
2009, and we reissue comment them. Your registration statement still remains incomplete. Please fill in all of the bl anks throughout your registration statement
and file all of your missing exhibits. Pl ease note we need sufficient time to
review these changes and exhibits prior to the effectiveness of your registration
statement and may have further comments.
Mr. Christopher Reed, Ch ief Executive Officer
Reed’s, Inc.
August 14, 2009
Page 2
2. Please provide us with a detailed analysis as to why you believe this transaction is
eligible for registration on Form S-3 pursu ant to General Instruction I.B.4. We
may have further comment.
3. Please revise footnote 4 in your fee table to clearly indicate that the indeterminate
number of additional shares of common stock is being registered is in accordance
with Rule 416 to prevent dilution resulti ng from stock splits, stock dividends or
similar transactions.
4. We note your response to comment four of our letter dated July 15, 2009. Please
revise your cover page to indicate the number of shares of common stock
underlying the Series B Preferred that are being registered.
The Rights Offering, page 41
5. We note your statement that “each record date stockholder is being issued one
right for every share of our Series B Pref erred owned on the record date.” Your
cover page indicates that the company is distributing one right for every share of common stock that you own on the record da te. Please revise as appropriate.
Form 10-K for the fiscal year ende d December 31, 2008 Filed on March 27, 2009
Form 10-Q for quarter ended March 31, 2009 Filed May 13, 2009
6. We note your proposed changes to your peri odic reports in Ex hibits A and B of
your response letter. Please file your amended periodic reports.
Closing Comments
As appropriate, please amend your regist ration statement in response to these
comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cove r 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 amendmen t and responses to our comments.
Mr. Christopher Reed, Ch ief Executive Officer
Reed’s, Inc.
August 14, 2009
Page 3
Please contact Edwin Kim at (202) 5 51-3297 or David Link at (202) 551-3356
with any questions.
S i n c e r e l y ,
John Reynolds Assistant Director
cc: Ruba Qashu, Esq.
Fax: (866) 313-3040