SEC Comment Letter for REED'S, INC. (REED) (CIK 0001140215) (REED) — Dec 16, 2009
REED'S, INC. (REED) (CIK 0001140215)
Date: Dec. 16, 2009 · CIK: 0001140215 · Accession: 0000000000-09-070993
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-32501
Letter
Re: Reed’s, Inc. Form 10-K for fiscal year ended December 31, 2008 Filed March 27, 2009 Form 10-Q/A for fiscal qua rter ended September 30, 2009 Filed December 7, 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-Q/A for fiscal quarter ended September 30, 2009
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-3561
DIVISION OF CORPORATION FINANCE
Mail Stop 3561
December 16, 2009
Mr. Christopher J. Reed Chief Executive Officer Reed’s, Inc. 13000 South Spring Street Los Angeles, CA 90061
Exhibits
1. You appear to have omitted the base copacking fee information from Exhibit B to the Brewing Agreement with The Lion Brewery dated November 1, 2008, refiled as exhibit 10.2 to your Form 10-Q/A f iled December 7, 2009. Please refile the agreement in its entirety, including the currently omitted portions. To the extent you wish to obtain confidential treatment of information contained in a document filed under the Exchange Act of 1934, you must follow the procedures contained in Rule 24b-2 under the Exchange Act. Please note that you must indicate at the appropriate place within the publicly file d document that any confidential portion
Mr. Reed Reed’s, Inc. December 16, 2009 Page 2
has been omitted and filed separately with the Commissi on. Refer to Section II.D.5 of Staff Legal Bulletin No. 1, available at www.sec.gov .
* * *
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 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. Please contact Louis Rambo at (202 ) 551-3289 or Pamela Howell at (202) 551- 3357 with any questions.
Sincerely,
John Reynolds Assistant Director
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3561
DIVISION OF
CORPORATION FINANCE
Mail Stop 3561
December 16, 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 Form 10-Q/A for fiscal qua rter ended September 30, 2009
Filed December 7, 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-Q/A for fiscal quarter ended September 30, 2009
Exhibits
1. You appear to have omitted the base copacking fee information from Exhibit B to the Brewing Agreement with The Lion Brewery dated November 1, 2008, refiled
as exhibit 10.2 to your Form 10-Q/A f iled December 7, 2009. Please refile the
agreement in its entirety, including the currently omitted portions. To the extent you wish to obtain confidential treatment of information contained in a document
filed under the Exchange Act of 1934, you must follow the procedures contained in
Rule 24b-2 under the Exchange Act. Please note that you must indicate at the appropriate place within the publicly file d document that any confidential portion
Mr. Reed
Reed’s, Inc.
December 16, 2009
Page 2
has been omitted and filed separately with the Commissi on. Refer to Section II.D.5
of Staff Legal Bulletin No. 1, available at www.sec.gov .
* * *
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 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. Please contact Louis Rambo at (202 ) 551-3289 or Pamela Howell at (202) 551-
3357 with any questions.
Sincerely,
John Reynolds Assistant Director