SEC Company Response from CITADEL SECURITY SOFTWARE INC (CIK 0001164552) — Jul 22, 2005
CITADEL SECURITY SOFTWARE INC (CIK 0001164552)
Date: July 22, 2005 · CIK: 0001164552 · Accession: 0001015402-05-003514
AI Filing Summary & Sentiment
File numbers found in text: 333-125651
Referenced dates: July 8, 2005
Letter
July 22, 2005 Ms. Barbara C. Jacobs Assistant Director Division of Corporation Finance Securities and Exchange Commission Mail Stop 4561 Washington, D.C. 20549 Form 10-KSB for the year ended December 31, 2004(File No. 0-33491)
Re: Citadel Security Software, Inc. Registration Statement on Form S-3 (File No. 333-125651) Filed June 8, 2005
Dear Ms. Jacobs:
Citadel Security Software Inc. had received the staff's comment letter dated July 8, 2005 concerning our Form S-3 and Form 10-KSB referred to above. Our response to the staff's comment to the Form 10-KSB are set forth below. For your convenience, the staff's comment has been reproduced immediately preceding our response. We anticipate that we will submit our responses to the staff's comments related to the Form S-3 and file a pre-effective Amendment No. 1 to our registration statement (the "AMENDMENT") to incorporate our responses to your comments next week.
FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004 ----------------------------------------------------------------
ITEM 8A. CONTROLS AND PROCEDURES, PAGE 50 -----------------------------------------------
13. You state that your principal executive and principal financial officers concluded that your disclosure controls and procedures were effective as of December 31, 2004 to provide reasonable assurance that material information relating to the company is made known to management. However, Item 307 of Regulation S-B requires that your principal executive and principal financial officers evaluate the effectiveness of your disclosure controls and procedures as defined by Rule 13a-15(e) of the Exchange Act. In this regard, your text suggests that the disclosure controls and procedures that were evaluated by your principal executive and principal financial officers were narrower than the disclosure controls and procedures as defined by Rule 13a-15(e). Please confirm, if true, that your principal executive and principal financial officers concluded that your disclosure controls and procedures are effective to ensure that information
<PAGE> Securities and Exchange Commission July 22, 2005 Page 2
required to be disclosed in the reports you file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms, and that information required to be disclosed in the reports you file or submit is accumulated and communicated to your management, including your principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
We confirm that our principal executive and principal financial officers concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms, and that information required to be disclosed in the reports we file or submit is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
Please let us know if you have any additional questions or require additional information.
Sincerely,
/s/ Steven B. Solomon
Steven B. Solomon
Chief Executive Officer
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Citadel Security Software Inc.
Two Lincoln Centre, 16th Floor
5420 LBJ Freeway
Dallas, Texas 75240
July 22, 2005
Ms. Barbara C. Jacobs
Assistant Director
Division of Corporation Finance
Securities and Exchange Commission
Mail Stop 4561
Washington, D.C. 20549
Re: Citadel Security Software, Inc.
Registration Statement on Form S-3 (File No. 333-125651)
Filed June 8, 2005
Form 10-KSB for the year ended December 31, 2004(File No. 0-33491)
Dear Ms. Jacobs:
Citadel Security Software Inc. had received the staff's comment letter
dated July 8, 2005 concerning our Form S-3 and Form 10-KSB referred to above.
Our response to the staff's comment to the Form 10-KSB are set forth below. For
your convenience, the staff's comment has been reproduced immediately preceding
our response. We anticipate that we will submit our responses to the staff's
comments related to the Form S-3 and file a pre-effective Amendment No. 1 to our
registration statement (the "AMENDMENT") to incorporate our responses to your
comments next week.
FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004
----------------------------------------------------------------
ITEM 8A. CONTROLS AND PROCEDURES, PAGE 50
-----------------------------------------------
13. You state that your principal executive and principal financial
officers concluded that your disclosure controls and procedures were
effective as of December 31, 2004 to provide reasonable assurance that
material information relating to the company is made known to management.
However, Item 307 of Regulation S-B requires that your principal executive
and principal financial officers evaluate the effectiveness of your
disclosure controls and procedures as defined by Rule 13a-15(e) of the
Exchange Act. In this regard, your text suggests that the disclosure
controls and procedures that were evaluated by your principal executive and
principal financial officers were narrower than the disclosure controls and
procedures as defined by Rule 13a-15(e). Please confirm, if true, that your
principal executive and principal financial officers concluded that your
disclosure controls and procedures are effective to ensure that information
<PAGE>
Securities and Exchange Commission
July 22, 2005
Page 2
required to be disclosed in the reports you file or submit under the
Exchange Act is recorded, processed, summarized and reported, within the
time periods specified in the Commission's rules and forms, and that
information required to be disclosed in the reports you file or submit is
accumulated and communicated to your management, including your principal
executive and principal financial officers, as appropriate to allow timely
decisions regarding required disclosure.
We confirm that our principal executive and principal financial officers
concluded that our disclosure controls and procedures are effective to ensure
that information required to be disclosed in the reports we file or submit under
the Exchange Act is recorded, processed, summarized and reported, within the
time periods specified in the Commission's rules and forms, and that information
required to be disclosed in the reports we file or submit is accumulated and
communicated to our management, including our principal executive and principal
financial officers, as appropriate to allow timely decisions regarding required
disclosure.
Please let us know if you have any additional questions or require
additional information.
Sincerely,
/s/ Steven B. Solomon
Steven B. Solomon
Chief Executive Officer
cc: Ms. Sara D. Kalin, Securities and Exchange Commission
Ms. Rebekah J. Toton, Securities and Exchange Commission
Mr. Richard Connelly, Chief Financial Officer
Mr. Tim Jackson, KBA Group
Mr. David Wood, Wood & Sartain, LLP
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