SEC Company Response from ZONE 4 PLAY INC (CIK 0001175442) — Jan 20, 2005
ZONE 4 PLAY INC (CIK 0001175442)
Date: Jan. 20, 2005 · CIK: 0001175442 · Accession: 0001144204-05-001698
AI Filing Summary & Sentiment
File numbers found in text: 333-120174
Referenced dates: January 14, 2005
Letter
Re: Zone 4 Play, Inc. Amendment No. 1 to the Registration Statement on Form SB-2 File No. 333-120174
January 20, 2005
VIA EDGAR AND FACSIMILE (202) 942-9544 --------------------------------------
Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549
Attn: Barbara Jacobs, Assistant Director Maryse Mills-Apenteng, Esq.
Ladies and Gentlemen:
The following responses address the comments of the reviewing Staff of the Commission as set forth in a comment letter dated January 14, 2005 (the "Comment Letter") relating to the Registration Statement on Form SB-2 (the "Registration Statement") of Zone 4 Play, Inc. (the "Company"). On behalf of the Company, we respond as follows.
Periodic Reporting ------------------
1. Update the financial statements pursuant to Rule 310(g) of Regulation S-B prior to effectiveness.
Response
The Company will update the financial statements and related financial disclosure as of September 30, 2004 prior to effectiveness.
2. See prior comment 1. We are unable to locate the pro forma information required in the amended Form 8-K. Please advise.
Response
The Company supplementally advises the Staff that on February 2, 2004 the Company acquired Zone4Play, Inc, a Delaware corporation. The acquisition was accounted for as a reverse acquisition, whereby the Company was treated as the acquiree and Zone4Play (Delaware) as the acquirer, primarily because the Zone4Play (Delaware) shareholders owned a majority, approximately 58%, of the Company's common stock upon completion of the acquisition. Immediately prior the consummation of the transaction the Company had no material assets and liabilities, hence the reverse acquisition was treated as a capital stock transaction in which the Company is deemed to have issued the common stock held by the Company's shareholders for the net assets of Zone4Play (Delaware). Since the historical financial statements of Zone4Play (Delaware) became the historical financial statements of the Company, which is effectively like a pro forma, there was no need to provide additional pro forma information in the amended Form 8-K. <PAGE>
3. See prior comment 2. We note the revisions to the selling shareholder section describing the transactions by which the selling shareholders obtained their shares. However, the description is ambiguous as to which selling shareholders participate in which transactions. Please revise to provide this specific information.
Response
The footnotes to the "Selling Stockholders" section have been revised to clarify which selling stockholder participated in which transaction. Please see the attached Exhibit A.
4. See prior comment 4. We note your supplemental response that Altshuler Shaham Ltd. is a licensed broker in Israel and that it purchased the shares as investment securities. Because the shares were not received by the broker-dealer as compensation, the broker must be named in the prospectus as an underwriter. Please revise accordingly.
Response
The following disclosure was added to the cover page to the prospectus: "Altshuler Shaham Ltd. is an "underwriter" within the meaning of the Securities Act of 1933 in connection with the sale of common stock under this prospectus. With the exception of Altshuler Shaham Ltd., no other underwriter or person has been engaged to facilitate the sale of shares of common stock in this offering."
The disclosure in the third paragraph of the "Plan of Distribution" section, which begins on page 10, has been revised as follows:
Altshuler Shaham Ltd. is an "underwriter" as that term is defined under the Securities Exchange Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the rules and regulations of such acts. Further, the other selling stockholders and any brokers, dealers or agents, upon effecting the sale of any of the shares offered in this prospectus, may be deemed to be "underwriters." In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.
<PAGE>
We trust that the foregoing appropriately addresses the issues raised by your recent Comment Letter. Thank you in advance for your prompt review and assistance.
Very truly yours,
/s/ David Schubauer
David Schubauer
Show Raw Text
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
January 20, 2005
VIA EDGAR AND FACSIMILE (202) 942-9544
--------------------------------------
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Attn: Barbara Jacobs, Assistant Director
Maryse Mills-Apenteng, Esq.
Re: Zone 4 Play, Inc.
Amendment No. 1 to the Registration Statement on Form SB-2
File No. 333-120174
Ladies and Gentlemen:
The following responses address the comments of the reviewing Staff of the
Commission as set forth in a comment letter dated January 14, 2005 (the "Comment
Letter") relating to the Registration Statement on Form SB-2 (the "Registration
Statement") of Zone 4 Play, Inc. (the "Company"). On behalf of the Company, we
respond as follows.
Periodic Reporting
------------------
1. Update the financial statements pursuant to Rule 310(g) of Regulation S-B
prior to effectiveness.
Response
The Company will update the financial statements and related financial
disclosure as of September 30, 2004 prior to effectiveness.
2. See prior comment 1. We are unable to locate the pro forma information
required in the amended Form 8-K. Please advise.
Response
The Company supplementally advises the Staff that on February 2, 2004 the
Company acquired Zone4Play, Inc, a Delaware corporation. The acquisition
was accounted for as a reverse acquisition, whereby the Company was
treated as the acquiree and Zone4Play (Delaware) as the acquirer,
primarily because the Zone4Play (Delaware) shareholders owned a majority,
approximately 58%, of the Company's common stock upon completion of the
acquisition. Immediately prior the consummation of the transaction the
Company had no material assets and liabilities, hence the reverse
acquisition was treated as a capital stock transaction in which the
Company is deemed to have issued the common stock held by the Company's
shareholders for the net assets of Zone4Play (Delaware). Since the
historical financial statements of Zone4Play (Delaware) became the
historical financial statements of the Company, which is effectively like
a pro forma, there was no need to provide additional pro forma information
in the amended Form 8-K.
<PAGE>
3. See prior comment 2. We note the revisions to the selling shareholder
section describing the transactions by which the selling shareholders
obtained their shares. However, the description is ambiguous as to which
selling shareholders participate in which transactions. Please revise to
provide this specific information.
Response
The footnotes to the "Selling Stockholders" section have been revised to
clarify which selling stockholder participated in which transaction.
Please see the attached Exhibit A.
4. See prior comment 4. We note your supplemental response that Altshuler
Shaham Ltd. is a licensed broker in Israel and that it purchased the
shares as investment securities. Because the shares were not received by
the broker-dealer as compensation, the broker must be named in the
prospectus as an underwriter. Please revise accordingly.
Response
The following disclosure was added to the cover page to the prospectus:
"Altshuler Shaham Ltd. is an "underwriter" within the meaning of the
Securities Act of 1933 in connection with the sale of common stock under
this prospectus. With the exception of Altshuler Shaham Ltd., no other
underwriter or person has been engaged to facilitate the sale of shares of
common stock in this offering."
The disclosure in the third paragraph of the "Plan of Distribution"
section, which begins on page 10, has been revised as follows:
Altshuler Shaham Ltd. is an "underwriter" as that term is defined
under the Securities Exchange Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, and the rules and
regulations of such acts. Further, the other selling stockholders
and any brokers, dealers or agents, upon effecting the sale of any
of the shares offered in this prospectus, may be deemed to be
"underwriters." In such event, any commissions received by such
broker-dealers or agents and any profit on the resale of the shares
purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.
2
<PAGE>
We trust that the foregoing appropriately addresses the issues raised by
your recent Comment Letter. Thank you in advance for your prompt review and
assistance.
Very truly yours,
/s/ David Schubauer
David Schubauer
3
<PAGE>
EXHIBIT A
SELLING STOCKHOLDERS
The following table sets forth the common stock ownership of the selling
stockholders as ofJanuary 20, 2005, including the number of shares of common
stock issuable upon the exercise of warrants held by the selling stockholders.
The selling stockholders acquired their securities: (1) through the December 1,
2003 Stock Purchase Agreement, pursuant to which we acquired 100% of the issued
and outstanding common stock of Zone 4 Play, Inc., a Delaware corporation; (2)
through our April 2004 financing arrangement (described on page 26 of this
prospectus); (3) through out August 2004 financing arrangement (described on
page 26 of this prospectus); (4) as compensation for services to our company; or
(5) pursuant to private transactions exempt from registration pursuant to
Section 4(1) of the Securities Act of 1933, as amended. The transactions
described in (1) through (4) above were made pursuant to the exemption from
registration provided by Section 4(2) of the Securities Act of 1933, as amended.
Other than as set forth in the following table, the selling stockholders have
not held any position or office or had any other material relationship with us
or any of our predecessors or affiliates within the past three years.
<TABLE>
<CAPTION>
Shares Beneficially Owned Shares Beneficially Owned
Prior to the Offering Total Shares Offered (1) After the Offering (1)
-------------------------- ------------------------- -------------------------
Name Number Percent (2) Number Percent (2) Number Percent
------------------------------------------------ ----------- ------------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Abramovich, Avi (3) 118,918 * 118,918 * 0 0%
Altshuler Shaham Ltd. (4) 281,250 1.36% 281,250 * 0 0%
Angel, Udi & Shatan, Roni (5) 61,545 * 61,545 * 0 0%
Aperson S.A. (6) 93,750 * 93,750 * 0 0%
Barner, Moshe (7) 93,750 * 93,750 * 0 0%
Baruch, Lea (8) 353,625 1.72% 353,625 1.72% 0 0%
BenAmram, Eliyahu (9) 75,000 * 75,000 * 0 0%
Benvenishti, Oren (10) 187,500 * 187,500 * 0 0%
Ben yoram, Israel (11) 112,500 * 112,500 * 0 0%
Berger, Dov (12) 25,000 * 25,000 * 0 0%
Berger, Nahman (13) 25,000 * 25,000 * 0 0%
Berkowitz, Hershel (14) 150,000 * 150,000 * 0 0%
Citron, Shimon (15) 2,764,323 13.46% 2,050,000 9.98% 714,323 3.48%
Citron, Yariv (16) 494,449 2.41% 494,449 2.41% 0 0%
Equity Group (17) 44,348 * 44,348 * 0 0%
Fradkin, Akiva (18) 104,314 * 104,314 * 0 0%
Fuchs, Yuval (19) 37,500 * 37,500 * 0 0%
Gershon, Pini (20) 2,706,950 13.18% 2,050,000 9.98% 656,950 3.20%
Glenrock Group (21) 112,500 * 112,500 * 0 0%
Goodeve Enterprizes Inc. (22) 64,200 * 64,200 * 0 0%
</TABLE>
A-1
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Grinberg, Adv. G. (trustee for M. Winner) (23) 39,639 * 39,639 * 0 0%
Hirsch, Joshua (24) 37,500 * 37,500 * 0 0%
Hirschman, Orin (25) 562,500 2.69% 562,500 2.69% 0 0%
Krystal Investitionen A.G. (26) 75,000 * 75,000 * 0 0%
Lerer, Natan (27) 802,175 3.91% 802,175 3.91% 0 0%
Leshem, Eyal (28) 54,314 * 54,314 * 0 0%
Levi, Gil (29) 178,377 * 178,377 * 0 0%
M.C. Bayview Investments (30) 780,000 3.70% 780,000 3.70% 0 0%
Majeho Investments, Inc. (31) 300,000 1.45% 300,000 1.45% 0 0%
Malik, Ariel (32) 64,200 * 64,200 * 0 0%
Mehta, Sachin (33) 124,134 * 124,134 * 0 0%
Meir, Segev (34) 56,250 * 56,250 * 0 0%
Nehoray, Elazar Raz (35) 232,449 1.12% 232,449 1.12% 0 0%
Nehoray, Ilana (36) 232,449 1.12% 232,449 1.12% 0 0%
Nehoray, Iris (37) 232,449 1.12% 232,449 1.12% 0 0%
Nehoray, Osnat (38) 232,449 1.12% 232,449 1.12% 0 0%
P.M.S. Enterprises Inc. (39) 300,000 1.45% 300,000 1.45% 0 0%
Portfolio PR (40) 22,222 * 22,222 * 0 0%
RCONGold Systems Inc. (41) 300,000 1.45% 300,000 1.45% 0 0%
Ron, Michael (42) 75,000 * 75,000 * 0 0%
Sagie, Efi (43) 64,200 * 64,200 * 0 0%
Seiks Trade Company 1982 Ltd. (44) 62,588 * 62,588 * 0 0%
Schalka, Shachar (45) 178,377 * 178,377 * 0 0%
Shmueli, Rivka (46) 857,462 4.17% 857,462 4.17% 0 0%
Sonshine, Zvi (47) 112,500 * 112,500 * 0 0%
Tabak, Haim (48) 71,977 * 71,977 * 0 0%
Trustee Avi Abramovich (49) 734,371 3.58% 734,371 3.58% 0 0%
Vincent Park Holdings Ltd. (50) 375,000 1.80% 375,000 1.80% 0 0%
Vinitzki, Ira (51) 64,675 * 64,675 * 0 0%
Wolf, Hircsh (52) 181,856 * 181,856 * 0 0%
WPG Select Technology Fund, LP (53) 181,527 * 181,527 * 0 0%
WPG Select Technology Overseas, LP (54) 722,283 3.44% 722,283 3.44% 0 0%
WPG Select Technology QP Fund, LP (55) 746,190 3.55% 746,190 3.55% 0 0%
Yanofsky, Peter (56) 450,000 2.16% 450,000 2.16% 0 0%
Zolti, Azriel (57) 514,268 2.5% 514,268 2.5% 0 0%
</TABLE>
A-2
<PAGE>
* Less than 1%.
(1) Assumes that all securities registered will be sold and that all shares of
common stock underlying the warrants will be issued.
(2) Applicable percentage ownership is based on 20,540,012 shares of common
stock outstanding as of January 20, 2005, together with securities
exercisable or convertible into shares of common stock within 60 days of
January 20, 2005. Beneficial ownership is determined in accordance with
the rules of the Securities and Exchange Commission and generally includes
voting or investment power with respect to securities. Shares of common
stock that are currently exercisable or exercisable within 60 days of
January 20, 2005 are deemed to be beneficially owned by the person holding
such securities for the purpose of computing the percentage of ownership
of such person, but are not treated as outstanding for the purpose of
computing the percentage ownership of any other person.
(3) The shares owned by Avi Abramovich were acquired pursuant to the December
1, 2003 Stock Purchase Agreement.
(4) The shares owned by Altshuler Shaham Ltd. were acquired in the April 2004
financing. Inc