SEC Company Response from VOYAGER ONE INC (CIK 0001140300) — Apr 29, 2005
VOYAGER ONE INC (CIK 0001140300)
Date: April 29, 2005 · CIK: 0001140300 · Accession: 0001019687-05-001209
AI Filing Summary & Sentiment
Letter
VIA FACSIMILE: (202) 942-9648 ------------------------------ Securities and Exchange Commission Division of Corporation Finance Judicial Plaza 450 Fifth Street Washington, D.C. 20549-0404 Attention: David Ritenour Special Counsel
RE: VOYAGER ONE, INC. FORM SB-2, FILED ON MARCH 31, 2005
Dear Mr. Ritenour:
On behalf of our client, Voyager One, Inc. ("Voyager" or the "Company"), we are responding to comments contained in a letter from the Securities and Exchange Commission dated April 26, 2005. This letter supplants our letter from April 28, 2005, and consolidates our communications to the staff from the past week.
In the hope of expediting the process of responding to the staff's comments, we have set forth below our responses to the staff's letter. For ease of reference, we have included below the text of the staff's letter, and our responses are structured to correspond to the comment numbers from that letter. The Company has requested that we respond as follows to the staff's comments:
GENERAL -------
THE SALE OF COMMON STOCK FOLLOWING CONVERSION......SHORT SALES.......DECLINE - PAGE 12
1. PLEASE CLARIFY WHETHER TREY RESOURCES HAS ALSO INDICATED THAT THEY WILL NOT ENGAGE IN SHORT SALES OF YOUR COMMON STOCK..
In response to staff's comments, we undertake to make changes to the final prospectus in regard to Trey Resources and their ownership of Voyager One's common stock by revising the language on page 12 to read as follows:
"Substantial sales of our common stock in connection with the Securities Purchase Agreement (after conversion of debentures) could cause significant downward pressure on the price of our common stock, and that, in turn, could encourage short sales by third parties (see, however, `PLAN OF DISTRIBUTION' regarding Cornell Capital's and Trey Resources' indication to us that they will not engage in short sales of our stock). Short sales could place even more downward pressure on the price of our common stock."
<PAGE> SECURITIES AND EXCHANGE COMMISSION April 29, 2005 Page 2
and on page 19 to read as follows:
"We are not aware of any other plans or arrangements that any selling stockholder has made with respect to the sale or distribution of shares. In particular, it is our understanding that Trey Resources and Cornell Capital have no specific plans for distribution or sale of our common stock, but intend to monitor and consider marketplace conditions and the trading price of our common stock. Cornell Capital and Trey Resources have informed us in writing that they do not intend to engage in short sales of our common stock. In those communications, Cornell Capital and Trey Resources have noted that they are deemed to be the beneficial owners of the shares issuable upon conversion of their respective convertible debentures, and therefore may sell such shares after conversion."
We have also attached to this letter e-mails from the CEO of Trey Resources, Inc., Mark Meller, and the Senior Vice President of Cornell Capital, Troy Rillo, indicating their intentions with respect to Voyager One's common stock.
We will also ensure the final prospectus will reflect the new extension from Cornell Capital for the effective date of the registration statement. The deadline was extended on April 28, 2005 to May 15, 2005.
NOTE 13. STANDBY EQUITY DISTRIBUTION AGREEMENT - PAGE F-22
2. WE NOTE THAT IN JUNE 2004, YOU ENTERED INTO A STANDBY EQUITY DISTRIBUTION AGREEMENT WITH CORNELL CAPITAL PARTNERS (CORNELL). WE FURTHER NOTE THAT YOU ISSUED CONVERTIBLE DEBENTURES TO CORNELL AND NEWBRIDGE SECURITIES CORPORATION IN THE AMOUNT OF $740,000 AND $10,000 RESPECTIVELY. TELL US SUPPLEMENTALLY HOW YOU ORIGINALLY ACCOUNTED FOR THE ISSUANCE OF THE CONVERTIBLE DEBENTURES. ALSO TELL US SUPPLEMENTALLY AND REVISE TO DISCLOSE HOW YOU ACCOUNTED FOR THE TERMINATION THAT OCCURRED IN MARCH 2005. PLEASE CITE THE ACCOUNTING GUIDANCE THAT YOU RELIED ON. ADDITIONALLY, TELL US WHY IT IS APPROPRIATE TO REFLECT SUCH TERMINATION THAT OCCURRED IN MARCH 2005 IN YOUR 2004 FINANCIAL STATEMENTS.
On June 10, 2004, Voyager and Cornell Capital Partners ("Cornell") entered into a Standby Equity Distribution Agreement ("SEDA") for equity funding to be provided to the Company. Cornell was to receive a $740,000 fee and Newbridge Securities Corporation ("Newbridge") was to receive a $10,000 fee for services to be provided over the term of the SEDA agreement. The Company issued a $740,000, 0% interest, convertible debenture to Cornell and a $10,000, 0% interest, convertible debenture to Newbridge as payment for these financing fees. The Company recorded a deferred financing fee asset in the amount of $750,000 for these two fees, to be amortized over a three year period, and recorded the convertible debentures as liabilities on the balance sheet in accordance with EITF 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services. No cash was transferred between the parties related to the SEDA transaction.
Cornell and the Company agreed to void the SEDA agreement on March 17, 2005 and Cornell and Newbridge agreed to void the related convertible debentures issued to them. This action was taken prior to the issuance of the year end financial statements on March 30, 2005. The Company recorded an adjustment to reduce its deferred loan fees and the convertible debentures by the original $750,000, in accordance with SAS 1, Codification of Auditing Standards and Procedures. In addition, the Company reversed the loan fee amortization, in the amount of $125,000, related to the $750,000 fees, since no services had ever been provided to the Company by either Cornell or Newbridge. According to SAS 1, the cancellation of the SEDA is a Type I Subsequent Event, which is an event that provides additional evidence with respect to conditions that existed at the date of the financial statements and that affect the estimates inherent in the process of preparing the financial statements, thereby requiring the December 31, 2004 financial statements to reflect the cancellation of the SEDA.
* * * <PAGE> SECURITIES AND EXCHANGE COMMISSION April 29, 2005 Page 3
Please call the undersigned at (847) 784-2170 or Aaron S. Kase at our office at (312) 476-7524 if you desire additional information with respect to, or have any questions regarding, the matters set forth herein.
Very truly yours,
/s/ Philip E. Ruben
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PHILIP E. RUBEN
(847) 784-2176
PRUBEN@LPLEGAL.COM
April 29, 2005
VIA FACSIMILE: (202) 942-9648
------------------------------
Securities and Exchange Commission
Division of Corporation Finance
Judicial Plaza
450 Fifth Street
Washington, D.C. 20549-0404
Attention: David Ritenour
Special Counsel
RE: VOYAGER ONE, INC.
FORM SB-2, FILED ON MARCH 31, 2005
Dear Mr. Ritenour:
On behalf of our client, Voyager One, Inc. ("Voyager" or the "Company"), we are
responding to comments contained in a letter from the Securities and Exchange
Commission dated April 26, 2005. This letter supplants our letter from April 28,
2005, and consolidates our communications to the staff from the past week.
In the hope of expediting the process of responding to the staff's comments, we
have set forth below our responses to the staff's letter. For ease of reference,
we have included below the text of the staff's letter, and our responses are
structured to correspond to the comment numbers from that letter. The Company
has requested that we respond as follows to the staff's comments:
GENERAL
-------
THE SALE OF COMMON STOCK FOLLOWING CONVERSION......SHORT SALES.......DECLINE -
PAGE 12
1. PLEASE CLARIFY WHETHER TREY RESOURCES HAS ALSO INDICATED THAT THEY WILL
NOT ENGAGE IN SHORT SALES OF YOUR COMMON STOCK..
In response to staff's comments, we undertake to make changes
to the final prospectus in regard to Trey Resources and their
ownership of Voyager One's common stock by revising the
language on page 12 to read as follows:
"Substantial sales of our common stock in connection with the
Securities Purchase Agreement (after conversion of debentures)
could cause significant downward pressure on the price of our
common stock, and that, in turn, could encourage short sales
by third parties (see, however, `PLAN OF DISTRIBUTION'
regarding Cornell Capital's and Trey Resources' indication to
us that they will not engage in short sales of our stock).
Short sales could place even more downward pressure on the
price of our common stock."
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
April 29, 2005
Page 2
and on page 19 to read as follows:
"We are not aware of any other plans or arrangements that any
selling stockholder has made with respect to the sale or
distribution of shares. In particular, it is our understanding
that Trey Resources and Cornell Capital have no specific plans
for distribution or sale of our common stock, but intend to
monitor and consider marketplace conditions and the trading
price of our common stock. Cornell Capital and Trey Resources
have informed us in writing that they do not intend to engage
in short sales of our common stock. In those communications,
Cornell Capital and Trey Resources have noted that they are
deemed to be the beneficial owners of the shares issuable upon
conversion of their respective convertible debentures, and
therefore may sell such shares after conversion."
We have also attached to this letter e-mails from the CEO of
Trey Resources, Inc., Mark Meller, and the Senior Vice
President of Cornell Capital, Troy Rillo, indicating their
intentions with respect to Voyager One's common stock.
We will also ensure the final prospectus will reflect the new
extension from Cornell Capital for the effective date of the
registration statement. The deadline was extended on April 28,
2005 to May 15, 2005.
NOTE 13. STANDBY EQUITY DISTRIBUTION AGREEMENT - PAGE F-22
2. WE NOTE THAT IN JUNE 2004, YOU ENTERED INTO A STANDBY EQUITY
DISTRIBUTION AGREEMENT WITH CORNELL CAPITAL PARTNERS (CORNELL). WE
FURTHER NOTE THAT YOU ISSUED CONVERTIBLE DEBENTURES TO CORNELL AND
NEWBRIDGE SECURITIES CORPORATION IN THE AMOUNT OF $740,000 AND $10,000
RESPECTIVELY. TELL US SUPPLEMENTALLY HOW YOU ORIGINALLY ACCOUNTED FOR
THE ISSUANCE OF THE CONVERTIBLE DEBENTURES. ALSO TELL US SUPPLEMENTALLY
AND REVISE TO DISCLOSE HOW YOU ACCOUNTED FOR THE TERMINATION THAT
OCCURRED IN MARCH 2005. PLEASE CITE THE ACCOUNTING GUIDANCE THAT YOU
RELIED ON. ADDITIONALLY, TELL US WHY IT IS APPROPRIATE TO REFLECT SUCH
TERMINATION THAT OCCURRED IN MARCH 2005 IN YOUR 2004 FINANCIAL
STATEMENTS.
On June 10, 2004, Voyager and Cornell Capital Partners
("Cornell") entered into a Standby Equity Distribution
Agreement ("SEDA") for equity funding to be provided to the
Company. Cornell was to receive a $740,000 fee and Newbridge
Securities Corporation ("Newbridge") was to receive a $10,000
fee for services to be provided over the term of the SEDA
agreement. The Company issued a $740,000, 0% interest,
convertible debenture to Cornell and a $10,000, 0% interest,
convertible debenture to Newbridge as payment for these
financing fees. The Company recorded a deferred financing fee
asset in the amount of $750,000 for these two fees, to be
amortized over a three year period, and recorded the
convertible debentures as liabilities on the balance sheet in
accordance with EITF 96-18, Accounting for Equity Instruments
That Are Issued to Other Than Employees for Acquiring, or in
Conjunction with Selling, Goods or Services. No cash was
transferred between the parties related to the SEDA
transaction.
Cornell and the Company agreed to void the SEDA agreement on
March 17, 2005 and Cornell and Newbridge agreed to void the
related convertible debentures issued to them. This action was
taken prior to the issuance of the year end financial
statements on March 30, 2005. The Company recorded an
adjustment to reduce its deferred loan fees and the
convertible debentures by the original $750,000, in accordance
with SAS 1, Codification of Auditing Standards and Procedures.
In addition, the Company reversed the loan fee amortization,
in the amount of $125,000, related to the $750,000 fees, since
no services had ever been provided to the Company by either
Cornell or Newbridge. According to SAS 1, the cancellation of
the SEDA is a Type I Subsequent Event, which is an event that
provides additional evidence with respect to conditions that
existed at the date of the financial statements and that
affect the estimates inherent in the process of preparing the
financial statements, thereby requiring the December 31, 2004
financial statements to reflect the cancellation of the SEDA.
* * *
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
April 29, 2005
Page 3
Please call the undersigned at (847) 784-2170 or Aaron S. Kase at our office at
(312) 476-7524 if you desire additional information with respect to, or have any
questions regarding, the matters set forth herein.
Very truly yours,
/s/ Philip E. Ruben
Philip E. Ruben
cc: Examiner - Tom Jones
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
April 29, 2005
Page 4
E-Mail from Mark Meller to Counsel for Voyager One
-----Original Message-----
FROM: Mark Meller [mailto:meller@bristoltownsend.com]
SENT: Tuesday, April 26, 2005 9:56 AM
TO: Phil Ruben; Aaron Kase; sebastiend@side.com
CC: wbukowski@cornellcapital.com; `Troy Rillo';
mbeckman@cornellcapital.com; jerrym@ivoice.com
SUBJECT: Voyager One
Here is Trey Resources' position regarding short sales of the Debenture: Trey
does not intend to engage in short sales of Voyager One's stock.
Please also add disclosure indicating that Trey is deemed to be the beneficial
owner of the shares upon conversion and therefore may sell the shares after
conversion.
**************************************************************
Mark Meller
Chief Excutive Officer
Trey Resources, Inc. (OTCBB: "TYRIA")
293 Eisenhower Parkway
Suite 250
Livingston, NJ 07039
(973) 422-9644 x108 Fax (973) 758-9449
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
April 29, 2005
Page 5
E-Mail from Troy Rillo to Counsel for Voyager One
From: Troy Rillo [mailto:trillo@cornellcapital.com]
Sent: Thursday, April 21, 2005 10:49 AM
To: Phil Ruben
Subject: Voyager One
Phil,
Here's Cornell's position regarding short sales of the Debenture:
Cornell does not intend to engage in short sales of Voyager One's stock.
Please also add disclosure indicating that Cornell is deemed to be the
beneficial owner of the shares upon conversion and therefore may sell the shares
after conversion.
Troy J. Rillo
Senior Vice President, Corporate Finance
Cornell Capital Partners, LP
101 Hudson Street, Suite 3700
Jersey City, New Jersey 07302
(201) 985-8300, ext. 123 (201) 985-1964 (fax) trillo@cornellcapital.com
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