SEC Comment Letter for REED'S, INC. (REED) (CIK 0001140215) (REED) — Oct 7, 2009
REED'S, INC. (REED) (CIK 0001140215)
Date: Oct. 7, 2009 · CIK: 0001140215 · Accession: 0000000000-09-056835
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-156908
Letter
Mail Stop 3561 October 7, 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 September 15, 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.
Exhibit 5.1 – Legality Opinion
1. We note your statement in the legality opinion by Qashu & Schoenthaler LLP that “we are not members of the bar of the St ate of Delaware, nor do we purport to be experts in the laws of the State of Delawa re.” It is inappropriate for counsel to qualify the legality opinion by indicating or implying that it is not qualified to opine on the law of the relevant jurisd iction. Revise to delete the noted statements. 2. We also note your statement that “the opinions expressed he rein are based upon and limited to the General Corporation Law of the State of Delaware, as amended.” Please revise to indicat e that you are opining upon Delaware
Mr. Christopher Reed, Ch ief Executive Officer Reed’s, Inc. October 7, 2009 Page 2
corporate law including the st atutory provisions and regula tions and all applicable judicial and regulat ory decisions interpreting those laws.
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. 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
October 7, 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 September 15, 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.
Exhibit 5.1 – Legality Opinion
1. We note your statement in the legality opinion by Qashu & Schoenthaler LLP that
“we are not members of the bar of the St ate of Delaware, nor do we purport to be
experts in the laws of the State of Delawa re.” It is inappropriate for counsel to
qualify the legality opinion by indicating or implying that it is not qualified to
opine on the law of the relevant jurisd iction. Revise to delete the noted
statements.
2. We also note your statement that “the opinions expressed he rein are based upon
and limited to the General Corporation Law of the State of Delaware, as
amended.” Please revise to indicat e that you are opining upon Delaware
Mr. Christopher Reed, Ch ief Executive Officer
Reed’s, Inc.
October 7, 2009
Page 2
corporate law including the st atutory provisions and regula tions and all applicable
judicial and regulat ory decisions interpreting those laws.
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.
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