SEC Comment Letter for REED'S, INC. (REED) (CIK 0001140215) (REED) — Dec 2, 2009
REED'S, INC. (REED) (CIK 0001140215)
Date: Dec. 2, 2009 · CIK: 0001140215 · Accession: 0000000000-09-067898
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-32501
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-3561 DIVISION OF CORPORATION FINANCE Mail Stop 3561 December 2, 2009 Mr. Christopher J. Reed Chief Executive Officer Reed’s, Inc. 13000 South Spring Street Los Angeles, CA 90061
Re: Reed’s, Inc. Form 10-K for fiscal year ended December 31, 2008 Filed March 27, 2009 File No. 001-32501
Dear Mr. Reed:
We have reviewed your filing and have the following comments. Where indicated, we think you should revise your document in re sponse to these comments. If you disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary. Please be as deta iled as necessary in your expl anation. In some of our comments, we may ask you to provide us w ith information so we may better understand your disclosure. After reviewing this info rmation, 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.
Form 10-K for fiscal year ended December 31, 2008
Exhibits 1. Please file all material agreements in their entirety, including all schedules, exhibits, annexes, etc. We note that th e loan and security agreement with First Capital Western Region, LLC dated May 30, 2008, and the Brewing Agreement with The Lion Brewery dated November 1, 2008, do not appear to include all of the exhibits to the agreements. Please expl ain why these attachments were not filed pursuant to Item 601(b)(10) of Regulation S- K, or refile the agreements with all attachments.
Mr. Reed Reed’s, Inc. December 2, 2009 Page 2
Form 10-Q for fiscal quarter ended September 30, 2009
Part II – Other Information Item 6. Exhibits, page 21
2. Your exhibit index indicates that the asset purchase agreement with Sonoma Cider Mill, Inc. was filed as an exhibit to your Form 10-Q for fiscal quarter ended September 30, 2009, but the agreement does not a ppear to have been filed. Please file the asset purchase agreemen t as an exhibit or advise.
* * * As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provide us with a response. Please understand that we may have additional comments after re viewing your responses to our comments. We urge all persons who are responsi ble for the accuracy an d adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; 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
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing.
Mr. Reed Reed’s, Inc. December 2, 2009 Page 3
Please contact Louis Rambo at (202 ) 551-3289 or Pamela Howell at (202) 551- 3357 with any questions.
Sincerely,
John Reynolds Assistant Director
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3561
DIVISION OF
CORPORATION FINANCE
Mail Stop 3561
December 2, 2009
Mr. Christopher J. Reed
Chief Executive Officer Reed’s, Inc. 13000 South Spring Street Los Angeles, CA 90061
Re: Reed’s, Inc.
Form 10-K for fiscal year ended December 31, 2008
Filed March 27, 2009
File No. 001-32501
Dear Mr. Reed:
We have reviewed your filing and have the following comments. Where indicated,
we think you should revise your document in re sponse to these comments. If you disagree,
we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary. Please be as deta iled as necessary in your expl anation. In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure. After reviewing this info rmation, 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.
Form 10-K for fiscal year ended December 31, 2008
Exhibits
1. Please file all material agreements in their entirety, including all schedules,
exhibits, annexes, etc. We note that th e loan and security agreement with First
Capital Western Region, LLC dated May 30, 2008, and the Brewing Agreement with The Lion Brewery dated November 1, 2008, do not appear to include all of the
exhibits to the agreements. Please expl ain why these attachments were not filed
pursuant to Item 601(b)(10) of Regulation S- K, or refile the agreements with all
attachments.
Mr. Reed
Reed’s, Inc.
December 2, 2009
Page 2
Form 10-Q for fiscal quarter ended September 30, 2009
Part II – Other Information
Item 6. Exhibits, page 21
2. Your exhibit index indicates that the asset purchase agreement with Sonoma Cider
Mill, Inc. was filed as an exhibit to your Form 10-Q for fiscal quarter ended
September 30, 2009, but the agreement does not a ppear to have been filed. Please
file the asset purchase agreemen t as an exhibit or advise.
* * *
As appropriate, please amend your filing and respond to these comments within 10
business days or tell us when you will provide us with a response. Please understand that
we may have additional comments after re viewing your responses to our comments.
We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and that they have provided all information investors
require for an informed investment decision. Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
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
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
Mr. Reed
Reed’s, Inc.
December 2, 2009
Page 3
Please contact Louis Rambo at (202 ) 551-3289 or Pamela Howell at (202) 551-
3357 with any questions.
Sincerely,
John Reynolds Assistant Director