SEC Company Response from REED'S, INC. (REED) (CIK 0001140215) (REED) — Oct 14, 2009
REED'S, INC. (REED) (CIK 0001140215)
Date: Oct. 14, 2009 · CIK: 0001140215 · Accession: 0001019687-09-003654
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-156908
Referenced dates: October 7, 2009
Letter
Office of Beverages, Apparel and Healthcare Services United States Securities and Exchange Commission Division of Corporate Finance Reed’s Inc. Registration Statement on Form S-3/A File No. 333-156908 Filed September 15, 2009
Dear Mr. Reynolds:
Set forth below are Reed’s, Inc.’s (the “Company” or “Reed’s”) responses to the comments received from the staff (“Staff”) of the Securities and Exchange Commission in the letter dated October 7, 2009. References in this letter to “we”, “our” or “us” mean the Company or its advisors, as the context may require.
Please be advised that, as reflected in the revised registration statement on Form S-3/A filed in conjunction with this letter, we have reduced the number of shares of Series B Convertible Preferred Stock underlying the rights offered from 300 shares to 225 shares and have reduced the corresponding offering amount from $3,000,000 to $2,250,000.
Exhibit 5.1 – Legality Opinion
1.
We note your statement in the legality opinion of Qashu & Schoenthaler LLP that “we are not members of the bar of the State of Delaware, nor do we purport to be experts in the laws of the State of Delaware.” It is inappropriate for counsel to qualify the legality opinion by indicating or implying that it is not qualified to opinion on the law of the relevant jurisdiction. Revise to delete the noted statements.
Response: Counsel has revised its legal opinion to delete the statements noted by the Staff.
2.
We also note your statement that “the opinions expressed herein are based upon and limited to the General Corporation Law of the State of Delaware, as amended.” Please revise to indicate that you are opining upon Delaware corporate law including the statutory provision and regulations and all applicable judicial and regulatory decisions interpreting those laws.
Response: Counsel has revised its legal opinion to include a statement that, “[a]s used herein, the term “General Corporation Law of the State of Delaware, as amended” includes the statutory provisions and regulations and also all applicable provisions of the Delaware Constitution and reported judicial and regulatory decisions interpreting these laws
We hope that the information contained in this letter satisfactorily addresses the Staff’s comments. Please do not hesitate to contact Ruba Qashu, Esq., Qashu & Schoenthaler LLP, by telephone at (949) 355-5405 or by facsimile at (866) 313-3040.
Sincerely,
/s/ Christopher
J.
Reed
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CORRESP
1
filename1.htm
Unassociated Document
REED’S,
INC.
13000
South Spring Street
Los
Angeles, California 90061
(310)
217-9400
October
13, 2009
John
Reynolds
Assistant
Director
Office of
Beverages, Apparel and Healthcare Services
United
States Securities and Exchange Commission
Division
of Corporate Finance
RE:
Reed’s
Inc.
Registration
Statement on Form S-3/A
File
No. 333-156908
Filed
September 15, 2009
Dear Mr.
Reynolds:
Set forth
below are Reed’s, Inc.’s (the “Company” or “Reed’s”) responses to the
comments received from the staff (“Staff”) of the Securities and
Exchange Commission in the letter dated October 7, 2009. References
in this letter to “we”,
“our” or “us” mean the Company or its
advisors, as the context may require.
Please be
advised that, as reflected in the revised registration statement on Form S-3/A
filed in conjunction with this letter, we have reduced the number of shares of
Series B Convertible Preferred Stock underlying the rights offered from 300
shares to 225 shares and have reduced the corresponding offering amount from
$3,000,000 to $2,250,000.
Exhibit 5.1 – Legality
Opinion
1.
We note your statement in the
legality opinion of Qashu & Schoenthaler LLP that “we are not members
of the bar of the State of Delaware, nor do we purport to be experts in
the laws of the State of Delaware.” It is inappropriate for
counsel to qualify the legality opinion by indicating or implying that it
is not qualified to opinion on the law of the relevant
jurisdiction. Revise to delete the noted
statements.
Response: Counsel
has revised its legal opinion to delete the statements noted by the
Staff.
2.
We also note your statement
that “the opinions expressed herein are based upon and limited to the
General Corporation Law of the State of Delaware, as amended.” Please
revise to indicate that you are opining upon Delaware corporate law
including the statutory provision and regulations and all applicable
judicial and regulatory decisions interpreting those
laws.
Response: Counsel
has revised its legal opinion to include a statement that, “[a]s used herein,
the term “General Corporation Law of the State of Delaware, as amended” includes
the statutory provisions and regulations and also all applicable provisions of
the Delaware Constitution and reported judicial and regulatory decisions
interpreting these laws
We hope
that the information contained in this letter satisfactorily addresses the
Staff’s comments. Please do not hesitate to contact Ruba Qashu, Esq.,
Qashu & Schoenthaler LLP, by telephone at (949) 355-5405 or by facsimile at
(866) 313-3040.
Sincerely,
/s/ Christopher
J.
Reed
Christopher
J. Reed
Chief
Executive Officer
Reed’s,
Inc.