SEC Company Response from Sunworks, Inc. (SUNWQ) (CIK 0001172631) — Nov 2, 2005
Sunworks, Inc. (SUNWQ) (CIK 0001172631)
Date: Nov. 2, 2005 · CIK: 0001172631 · Accession: 0001065949-05-000129
AI Filing Summary & Sentiment
File numbers found in text: 333-127080
Letter
November 2, 2005 VIA AIR COURIER Larry Spirgel, Assistant Director United States Securities and Exchange Commission Washington D.C. 20549 Mail Stop 3561
Re: MachineTalker, Inc. - Registration Statement on Form SB-2 Filed on ---------------------------------------------------------------------- August 1, 2005, as Amended on September 27, 2005, October 11, 2005, ---------------------------------------------------------------------- October 21, 2005, and November 2, 2005 - File Number 333-127080 ---------------------------------------------------------------
Dear Mr. Spirgel:
Enclosed are three redlined copies and three clean copies of the relevant pages of the above referenced Amendment to the Registration Statement on Form SB-2. Please be advised that the registrant has decided to withdraw its request for confidential treatment pursuant to Rule 406, and accordingly we have filed the complete Kellogg, Brown & Root agreement with no redactions as Exhibit 10.2. We have the following responses to your comments, dated October 26, 2005, with respect to our Application for Confidential Treatment of portions of Exhibit 10.2 to Form SB-2 filed by MachineTalker, Inc. (the "Company"):
1. The registrant respectfully withdraws its Application for Confidential Treatment pursuant to Rule 406 of the Securities Act of 1933, as amended, and accordingly has filed the complete Kellogg, Brown & Root agreement without any redactions. We have eliminated all references to Rule 406 in the footnotes on pages II-4 and II-7 of the Registration Statement.
2. MachineTalker, Inc has not entered into any oral agreements with Kellogg, Brown & Root ("KBR") regarding an extension of the agreement. The parties have merely discussed in general terms the potential for an extension of the relationship and although we feel that the relationship will be extended on some basis, perhaps in the context of a new agreement or an amendment to the existing agreement, no actual oral or written agreement has been made. We do not reference a possible extension in the Registration Statement because no agreement has been made and the extension may not occur. Therefore, we do not believe that it is appropriate to make any exhibit filing pursuant to Item 601(b)(10)(ii) or telephone interpretation I.85 in the SEC's Manual of Telephone Interpretations. Finally, we have withdrawn our Application for Confidential Treatment so the issue is no longer relevant for that purpose.
233 WILSHIRE BOULEVARD, SUITE 820, SANTA MONICA, CALIFORNIA 90401 TELEPHONE (310) 393-9992 FACSIMILE (310) 393-2004
<PAGE>
Larry Spirgel, Assistant Director United States Securities and Exchange Commission November 2, 2005 Page 2 of 2
3. KBR purchased MiniTalkers(R) on August 9, 2005. The Company invoiced KBR for $25,000 in October 2005. Accordingly, the Company has not yet received fees for Phase IB. We have added disclosure on page I-37 which includes the October 2005 invoice for the MiniTalkers(R) and states the maximum value of the KBR agreement.
4. In light of our withdrawal of our Application for Confidential Treatment, an answer is no longer necessary or relevant.
5. In light of our withdrawal of our Application for Confidential Treatment, an answer is no longer necessary or relevant.
6. In light of our withdrawal of our Application for Confidential Treatment, an answer is no longer necessary or relevant.
7. In light of our withdrawal of our Application for Confidential Treatment, an answer is no longer necessary or relevant.
8. In light of our withdrawal of our Application for Confidential Treatment, an answer is no longer necessary or relevant.
9. In light of our withdrawal of our Application for Confidential Treatment, an answer is no longer necessary or relevant.
Yours very truly,
/s/Mark J. Richardson ------------------------------- Mark J. Richardson, Esq. for Richardson & Associates
<PAGE>
As filed with the Securities and Exchange Commission on November 2, 2005
Registration No. 333-127080
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
Amendment #4 to FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MachineTalker, Inc. ------------------------------- (Name of small business issuer in its charter)
Commission File Number:333-127080
Delaware 3823 01-0592299 (State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.)
513 De La Vina Street, Santa Barbara, California 93101 (805) 957-1680 (Address and telephone number of principal executive offices)
513 De La Vina Street, Santa Barbara, California 93101 (Address of principal place of business or intended principal place of business)
Roland F. Bryan, 513 De La Vina Street, Santa Barbara, California 93101 (805) 957-1680 (Name, address and telephone number of agent for service)
Copies to:
RICHARDSON & ASSOCIATES MARK J. RICHARDSON, Esq. 233 Wilshire Boulevard, Suite 820 Santa Monica, California 90401 (310) 393-9992
Approximate date of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
<PAGE>
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.[ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. [X]
<TABLE> <CAPTION>
CALCULATION OF REGISTRATION FEE ---------------------------------------------------------------------------------------------------------------------------------- Tile of each Proposed Proposed class of securities Amount to maximum offering maximum aggregate Amount of to be registered be registered price per unit offering price registration fee ---------------------------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> Common Stock, par value $0.001 per share 73,367,050 $0.10 $7,336,705 $ 929.56* (1) ---------------------------------------------------------------------------------------------------------------------------------- Total 73,367,050 $0.10 $7,336,705 $ 929.56* ---------------------------------------------------------------------------------------------------------------------------------- *Already paid. </TABLE>
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
THE INFORMATION CONTAINED IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PRELIMINARY PROSPECTUS IS NOT AN OFFER TO SELL NOR DOES IT SEEK AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE> Subject to Completion Date of Prospectus
PROSPECTUS
MACHINETALKER, INC.
73,367,050 shares of Common Stock
MachineTalker, Inc. 513 De La Vina Street Santa Barbara, California 93101
The Offering
The shares covered by this Prospectus are comprised of an aggregate of 73,367,050 shares of the common stock, par value $0.001 per share, (the "Shares") of MachineTalker, Inc., a Delaware corporation ("MTI"), which are being offered for sale by 135 shareholders of MTI (the "Selling Securityholders"). We will not receive any of the proceeds from the sale of Shares by the Selling Securityholders. This is MTI's initial public offering. No public market currently exists for our common stock. As of September 15, 2005, there are 159,017,050 shares of common stock outstanding. We have concurrently applied to be quoted on the OTC Bulletin Board. A $0.10 per share price for sale of shares has been determined arbitrarily prior to OTC Bulletin Board approval, and prices may thereafter be negotiated variably by each individual Selling Securityholder at the time of any sale, after a public market exists, if ever it does. See "Plan of Distribution."
Anticipated Trading Symbol: Over the Counter Bulletin Board - MTKR
-----------------------
This investment involves a high degree of risk. You should purchase Shares only if you can afford a complete loss. See "Risk Factors" beginning on page 6.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities, or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
-----------------------
I-1 <PAGE>
TABLE OF CONTENTS
Prospectus Summary Information I-3 Risk Factors I-6 Use of Proceeds I-15 Determination of Offering Price I-15 Capitalization I-15 Dilution I-16 Selling Securityholders I-17 Plan of Distribution I-21 Legal Proceedings I-22 Directors, Executive Officers, and Controlling Persons I-22 Security Ownership of Certain Beneficial Owners and Management I-27 Description of Securities I-29 Interest of Named Experts and Counsel I-30 MachineTalker, Inc. I-30 Management's Discussion and Analysis of Financial Condition and Results of Operations I-43 Description of Property I-48 Certain Relationships and Related Transactions I-48 Market for Common Equity and Related Stockholder Matters I-48 Executive Compensation I-49 Changes In and Disagreements With Accountants on Accounting and Financial Disclosure I-50 Additional Information I-50 Financial Statements F-1
I-2 <PAGE>
PROSPECTUS SUMMARY INFORMATION
The following summary is qualified in its entirety by the more detailed information appearing elsewhere or incorporated by reference in this Prospectus and its Exhibits. Each prospective investor is urged to carefully read this Prospectus and its Exhibits in their entirety including but not limited to the risk factors.
MachineTalker, Inc.
MachineTalker, Inc. ("MTI" or "we") is a Delaware corporation formed in January 2002 to engage in the business of developing and marketing a wireless control technology. Our patent pending technology allows governments, businesses, and individuals to deploy wireless security systems rapidly to protect and monitor things, places, and people. Most current security systems are static and rely on centralized control over various types of detectors or nodes. In contrast, MachineTalkers(R), which consist of powerful microprocessors with on-board sensors, detectors, readers or actuators, and wireless radios, bring data processing intelligence to the local level, creating a "smart" security system. The security system is "smart" in that its microprocessors are autonomous and can process sensor data in real-time, make local decisions, and take local action in response to a situation. Management believes that other security systems do not use microprocessors in this way and consist of components which cannot act on their own to make decisions.
Talkers(R) automatically form an ad hoc wireless mesh network, creating intelligent nodes each capable of processing data in real-time and on a local basis. Once formed, a small community of Talkers(R) can operate independently or collectively to assess local conditions or events and take action accordingly. These cooperating Talkers(R) form redundant and self-healing networks in case of failure; an
Show Raw Text
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
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<TEXT>
RICHARDSON
& ASSOCIATES
ATTORNEYS AT LAW
--------------------------------------------------------------------------------
November 2, 2005
VIA AIR COURIER
Larry Spirgel, Assistant Director
United States Securities and Exchange Commission
Washington D.C. 20549
Mail Stop 3561
Re: MachineTalker, Inc. - Registration Statement on Form SB-2 Filed on
----------------------------------------------------------------------
August 1, 2005, as Amended on September 27, 2005, October 11, 2005,
----------------------------------------------------------------------
October 21, 2005, and November 2, 2005 - File Number 333-127080
---------------------------------------------------------------
Dear Mr. Spirgel:
Enclosed are three redlined copies and three clean copies of the
relevant pages of the above referenced Amendment to the Registration Statement
on Form SB-2. Please be advised that the registrant has decided to withdraw its
request for confidential treatment pursuant to Rule 406, and accordingly we have
filed the complete Kellogg, Brown & Root agreement with no redactions as Exhibit
10.2. We have the following responses to your comments, dated October 26, 2005,
with respect to our Application for Confidential Treatment of portions of
Exhibit 10.2 to Form SB-2 filed by MachineTalker, Inc. (the "Company"):
1. The registrant respectfully withdraws its Application for Confidential
Treatment pursuant to Rule 406 of the Securities Act of 1933, as amended, and
accordingly has filed the complete Kellogg, Brown & Root agreement without any
redactions. We have eliminated all references to Rule 406 in the footnotes on
pages II-4 and II-7 of the Registration Statement.
2. MachineTalker, Inc has not entered into any oral agreements with
Kellogg, Brown & Root ("KBR") regarding an extension of the agreement. The
parties have merely discussed in general terms the potential for an extension of
the relationship and although we feel that the relationship will be extended on
some basis, perhaps in the context of a new agreement or an amendment to the
existing agreement, no actual oral or written agreement has been made. We do not
reference a possible extension in the Registration Statement because no
agreement has been made and the extension may not occur. Therefore, we do not
believe that it is appropriate to make any exhibit filing pursuant to Item
601(b)(10)(ii) or telephone interpretation I.85 in the SEC's Manual of Telephone
Interpretations. Finally, we have withdrawn our Application for Confidential
Treatment so the issue is no longer relevant for that purpose.
233 WILSHIRE BOULEVARD, SUITE 820, SANTA MONICA, CALIFORNIA 90401
TELEPHONE (310) 393-9992 FACSIMILE (310) 393-2004
<PAGE>
Larry Spirgel, Assistant Director
United States Securities and Exchange Commission
November 2, 2005
Page 2 of 2
3. KBR purchased MiniTalkers(R) on August 9, 2005. The Company invoiced KBR
for $25,000 in October 2005. Accordingly, the Company has not yet received fees
for Phase IB. We have added disclosure on page I-37 which includes the October
2005 invoice for the MiniTalkers(R) and states the maximum value of the KBR
agreement.
4. In light of our withdrawal of our Application for Confidential
Treatment, an answer is no longer necessary or relevant.
5. In light of our withdrawal of our Application for Confidential
Treatment, an answer is no longer necessary or relevant.
6. In light of our withdrawal of our Application for Confidential
Treatment, an answer is no longer necessary or relevant.
7. In light of our withdrawal of our Application for Confidential
Treatment, an answer is no longer necessary or relevant.
8. In light of our withdrawal of our Application for Confidential
Treatment, an answer is no longer necessary or relevant.
9. In light of our withdrawal of our Application for Confidential
Treatment, an answer is no longer necessary or relevant.
Yours very truly,
/s/Mark J. Richardson
-------------------------------
Mark J. Richardson, Esq.
for Richardson & Associates
<PAGE>
As filed with the Securities and Exchange Commission on November 2, 2005
Registration No. 333-127080
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment #4 to
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MachineTalker, Inc.
-------------------------------
(Name of small business issuer in its charter)
Commission File Number:333-127080
Delaware 3823 01-0592299
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
513 De La Vina Street, Santa Barbara, California 93101
(805) 957-1680
(Address and telephone number of principal executive offices)
513 De La Vina Street, Santa Barbara, California 93101
(Address of principal place of business or intended principal place of business)
Roland F. Bryan, 513 De La Vina Street, Santa Barbara, California 93101
(805) 957-1680
(Name, address and telephone number of agent for service)
Copies to:
RICHARDSON & ASSOCIATES
MARK J. RICHARDSON, Esq.
233 Wilshire Boulevard, Suite 820
Santa Monica, California 90401
(310) 393-9992
Approximate date of proposed sale to the public: As soon as practicable after
the effective date of this registration statement.
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
<PAGE>
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.[ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. [X]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------------
Tile of each Proposed Proposed
class of securities Amount to maximum offering maximum aggregate Amount of
to be registered be registered price per unit offering price registration fee
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.001 per share 73,367,050 $0.10 $7,336,705 $ 929.56*
(1)
----------------------------------------------------------------------------------------------------------------------------------
Total 73,367,050 $0.10 $7,336,705 $ 929.56*
----------------------------------------------------------------------------------------------------------------------------------
*Already paid.
</TABLE>
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
THE INFORMATION CONTAINED IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY
BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PRELIMINARY
PROSPECTUS IS NOT AN OFFER TO SELL NOR DOES IT SEEK AN OFFER TO BUY THESE
SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>
Subject to Completion Date of Prospectus
PROSPECTUS
MACHINETALKER, INC.
73,367,050 shares of Common Stock
MachineTalker, Inc.
513 De La Vina Street
Santa Barbara, California 93101
The Offering
The shares covered by this Prospectus are comprised of an aggregate of
73,367,050 shares of the common stock, par value $0.001 per share, (the
"Shares") of MachineTalker, Inc., a Delaware corporation ("MTI"), which are
being offered for sale by 135 shareholders of MTI (the "Selling
Securityholders"). We will not receive any of the proceeds from the sale of
Shares by the Selling Securityholders. This is MTI's initial public offering. No
public market currently exists for our common stock. As of September 15, 2005,
there are 159,017,050 shares of common stock outstanding. We have concurrently
applied to be quoted on the OTC Bulletin Board. A $0.10 per share price for sale
of shares has been determined arbitrarily prior to OTC Bulletin Board approval,
and prices may thereafter be negotiated variably by each individual Selling
Securityholder at the time of any sale, after a public market exists, if ever it
does. See "Plan of Distribution."
Anticipated Trading Symbol:
Over the Counter Bulletin Board - MTKR
-----------------------
This investment involves a high degree of risk. You should purchase
Shares only if you can afford a complete loss. See "Risk Factors" beginning on
page 6.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined if this
Prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
-----------------------
I-1
<PAGE>
TABLE OF CONTENTS
Prospectus Summary Information I-3
Risk Factors I-6
Use of Proceeds I-15
Determination of Offering Price I-15
Capitalization I-15
Dilution I-16
Selling Securityholders I-17
Plan of Distribution I-21
Legal Proceedings I-22
Directors, Executive Officers, and Controlling Persons I-22
Security Ownership of Certain Beneficial Owners and Management I-27
Description of Securities I-29
Interest of Named Experts and Counsel I-30
MachineTalker, Inc. I-30
Management's Discussion and Analysis of Financial
Condition and Results of Operations I-43
Description of Property I-48
Certain Relationships and Related Transactions I-48
Market for Common Equity and Related Stockholder Matters I-48
Executive Compensation I-49
Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure I-50
Additional Information I-50
Financial Statements F-1
I-2
<PAGE>
PROSPECTUS SUMMARY INFORMATION
The following summary is qualified in its entirety by the more detailed
information appearing elsewhere or incorporated by reference in this Prospectus
and its Exhibits. Each prospective investor is urged to carefully read this
Prospectus and its Exhibits in their entirety including but not limited to the
risk factors.
MachineTalker, Inc.
MachineTalker, Inc. ("MTI" or "we") is a Delaware corporation formed in
January 2002 to engage in the business of developing and marketing a wireless
control technology. Our patent pending technology allows governments,
businesses, and individuals to deploy wireless security systems rapidly to
protect and monitor things, places, and people. Most current security systems
are static and rely on centralized control over various types of detectors or
nodes. In contrast, MachineTalkers(R), which consist of powerful microprocessors
with on-board sensors, detectors, readers or actuators, and wireless radios,
bring data processing intelligence to the local level, creating a "smart"
security system. The security system is "smart" in that its microprocessors are
autonomous and can process sensor data in real-time, make local decisions, and
take local action in response to a situation. Management believes that other
security systems do not use microprocessors in this way and consist of
components which cannot act on their own to make decisions.
Talkers(R) automatically form an ad hoc wireless mesh network, creating
intelligent nodes each capable of processing data in real-time and on a local
basis. Once formed, a small community of Talkers(R) can operate independently or
collectively to assess local conditions or events and take action accordingly.
These cooperating Talkers(R) form redundant and self-healing networks in case of
failure; an