SEC Comment Letter for CBEYOND COMMUNICATIONS INC (CIK 0001205727) — Aug 9, 2005
CBEYOND COMMUNICATIONS INC (CIK 0001205727)
Date: Aug. 9, 2005 · CIK: 0001205727 · Accession: 0000000000-05-041092
AI Filing Summary & Sentiment
File numbers found in text: 333-124971
Letter
Mail Stop 3561 August 5, 2005 Via U.S. Mail and Fax James F. Geiger Chairman, President, and CEO Cbeyond Communications, Inc. 320 Interstate North Parkway, Suite 300 Atlanta, Georgia 30339
Re: Cbeyond Communications, Inc. Amendment No. 2 to Form S-1 Filed July 27, 2005 File No. 333-124971
Dear Mr. Geiger:
We have reviewed your filing and response letter filed on July 27, 2005 and have the following comments. Where indicated, we think you should revise your Form S-1 in response to these comments. If you disagree with any of our comments, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments. Please note that all page number references are to the black-line version of the second amendment to the Form S-1.
We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. * * * *
Management`s Discussion and Analysis of Financial Condition and Results of Operations Stock-based compensation, page 51
1. Please refer to prior comment 7. Expand your disclosure to address how you determined the value of your common stock for stock options granted in February 2005. Disclose whether this valuation was contemporaneous or retrospective. 2. For each stock option grant executed in the twelve months prior to the most recent balance sheet date included in the registration statement, disclose the number of options or shares granted, the exercise price, the fair value of the common stock, and the intrinsic value, if any, per option. The number of options may be aggregated by month or quarter and the information presented as weighted average per-share amounts.
3. Expand the discussion of internal valuations you performed for options granted during the twelve months prior to March 31, 2005 to more clearly describe the technique used and identify the specific grants where you relied on an internal valuation. Also address the following:
* For each of the valuation methods used, disclose the significant assumptions or factors applied. For example, disclose the discount rate used in the discounted cash flow analysis and how you determined the appropriate discount rate. Disclose any other discounts you applied such as for marketability discounts or minority interest discounts.
* Where you used more than one method in the valuation estimate as described at page 51, disclose how you evaluated the results of each method to arrive an estimated fair value.
4. We note that you refer on page 51 to the engagement of independent valuation specialists to perform valuations of your common stock. While you are not required to make reference to this independent valuation, when you do, you should also disclose the name of the expert and include the consent of the expert.
5. We may have additional comments when you include the estimated offering price in the document and reflect the execution of the stock split.
* * * *
Please amend your Form S-1 in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please file on EDGAR a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they may relate to the proposed public offering of the securities specified in the above registration statement. We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date. We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement. Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date.
You may contact David Walz, Staff Accountant, at (202) 551- or Terry French, Accountant Branch Chief, at (202) 551-3828 if you have questions regarding comments on the financial statements and related matters. Please contact Derek Swanson, Staff Attorney, at (202) 551-3366, Kathleen Krebs, Special Counsel, at (202) 551- 3810, or me at (202) 551-3810 with any other questions.
Sincerely,
Larry Spirgel
Assistant Director
Show Raw Text
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 3561
August 5, 2005
Via U.S. Mail and Fax
James F. Geiger
Chairman, President, and CEO
Cbeyond Communications, Inc.
320 Interstate North Parkway, Suite 300
Atlanta, Georgia 30339
Re: Cbeyond Communications, Inc.
Amendment No. 2 to Form S-1
Filed July 27, 2005
File No. 333-124971
Dear Mr. Geiger:
We have reviewed your filing and response letter filed on
July
27, 2005 and have the following comments. Where indicated, we
think
you should revise your Form S-1 in response to these comments. If
you disagree with any of our comments, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may or may not raise additional
comments. Please note that all page number references are to the
black-line version of the second amendment to the Form S-1.
We welcome any questions you may have about our comments or
on
any other aspect of our review. Feel free to call us at the
telephone numbers listed at the end of this letter.
* * * *
Management`s Discussion and Analysis of Financial Condition and
Results of Operations
Stock-based compensation, page 51
1. Please refer to prior comment 7. Expand your disclosure to
address how you determined the value of your common stock for
stock
options granted in February 2005. Disclose whether this valuation
was contemporaneous or retrospective.
2. For each stock option grant executed in the twelve months prior
to
the most recent balance sheet date included in the registration
statement, disclose the number of options or shares granted, the
exercise price, the fair value of the common stock, and the
intrinsic
value, if any, per option. The number of options may be
aggregated
by month or quarter and the information presented as weighted
average
per-share amounts.
3. Expand the discussion of internal valuations you performed for
options granted during the twelve months prior to March 31, 2005
to
more clearly describe the technique used and identify the specific
grants where you relied on an internal valuation. Also address
the
following:
* For each of the valuation methods used, disclose the significant
assumptions or factors applied. For example, disclose the
discount
rate used in the discounted cash flow analysis and how you
determined
the appropriate discount rate. Disclose any other discounts you
applied such as for marketability discounts or minority interest
discounts.
* Where you used more than one method in the valuation estimate as
described at page 51, disclose how you evaluated the results of
each
method to arrive an estimated fair value.
4. We note that you refer on page 51 to the engagement of
independent
valuation specialists to perform valuations of your common stock.
While you are not required to make reference to this independent
valuation, when you do, you should also disclose the name of the
expert and include the consent of the expert.
5. We may have additional comments when you include the estimated
offering price in the document and reflect the execution of the
stock
split.
* * * *
Please amend your Form S-1 in response to these comments.
You
may wish to provide us with marked copies of the amendment to
expedite our review. Please file on EDGAR a cover letter with
your
amendment that keys your responses to our comments and provides
any
requested supplemental information. Detailed cover letters
greatly
facilitate our review. Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.
We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they may relate to the proposed public
offering of the securities specified in the above registration
statement. We will act on the request and, pursuant to delegated
authority, grant acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact David Walz, Staff Accountant, at (202) 551-
3358
or Terry French, Accountant Branch Chief, at (202) 551-3828 if you
have questions regarding comments on the financial statements and
related matters. Please contact Derek Swanson, Staff Attorney, at
(202) 551-3366, Kathleen Krebs, Special Counsel, at (202) 551-
3810,
or me at (202) 551-3810 with any other questions.
Sincerely,
Larry Spirgel
Assistant Director
cc: Joel Trotter, Esq.
Latham & Watkins LLP
Via Facsimile: (202) 637-2202
??
??
??
??
James F. Geiger
Cbeyond Communications, Inc.
August 5, 2005
Page 1
</TEXT>
</DOCUMENT>