SEC Comment Letter for Star Equity Holdings, Inc. (STRR, STRRP) (CIK 0001210708) (STRR) — Mar 22, 2019
Star Equity Holdings, Inc. (STRR, STRRP) (CIK 0001210708)
Date: March 22, 2019 · CIK: 0001210708 · Accession: 0000000000-19-005587
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-38704
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE March 22 , 201 9 Jeffrey E. Eberwein Chief Executive Officer Hudson Global, Inc. 53 Forest Avenue Old Greenwich, CT 06870
Re: Hudson Global , Inc. PRE C14A preliminary proxy statement filing made on Schedule 14A Filed on March 15 , 2019 by Hudson Global , Inc. File No. 001-38704
Dear M r. Eberwein ,
We have reviewed the above -captioned filing , and have the following comments. Some of our comments may ask for additional information so that we may better understand the disclosure.
Please respond to this letter by amending the filing and/or by providing the requested information. If you do not believe our comments apply to your facts and circumstances , and/or do not believe an amendment is appropriate, please tell us why in a written response.
After reviewing any amendment to the filing and any information provide d in response to these comments, we may have additional comments.
Schedule 14A
1. The legen d required by Rule 14a -6(e)(1) regarding identification of the proxy statement as “preliminary” similarly should appear on the first page of the proxy statement , as defined in Rule 14a -1(g), as distinguished fr om the Notice or correspondence to shareholder s. In light of the permissibility under Rule 14a -3(a) for the registrant to lawfully solicit while using a preliminary proxy sta tement , please revise to place the required legend on the first page of the proxy statement . In addition, please add the legend, as required, to the form of proxy.
2. As required by both Rule 14a -6(d) and Item 1 (b) of Schedule 14A , please place the approximate date upon which the proxy statement will be mailed to shareholders on the first page of the proxy statement as defined under Rule 14a -1(g). At present, this date appears in the Notice, which document is outside the scope of the cited definition of proxy statement .
Voting; Q uorum , page 2
3. Please advise us of the legal basis upon which the registrant has relied to conclude that brokers may be eligible to vote shares in the absence of instru ctions timely transmitted by beneficial owners. Alternatively, please revise to remove the implication that “broker non - votes” will still exist even if the solicitation is contested. See Item 21(b) of Schedule 14A.
Jeffrey E . Eberwein Hudson Global, Inc. March 22 , 201 9 Page 2
Proposal 1 – Election of Directors, page 5
4. In light of the requirement under Item 5(b)(1)(iii) of Schedule 14A to state whether or not any of the participants have been the subject of criminal convictions within the last ten years, please provide us with a written reply on behal f of each participant in response to this line item notwithstanding the fact that a negative response need not be disclosed in the proxy statement filed under cover of Schedule 14A.
Potential Payments Upon Termination or C hange in Control , page 20
5. Notwithstanding the definition of the t erm “change in control ” appearing on page 2 3, please revise this section to state the circumstances under which, if any , that a successful solic itation in opposition by Cannell (as defined in your proxy statement) would constitute a change in control and result in comp ensation being paid to any of the registrant ’s existing directors.
No Going Private Transaction , page 34
6. While we recognize the proposal to have a reverse stock split authorized is not being introduced for the purpose of taki ng the r egistrant private, please advise us, with a view towards revised disclosur e, whether the proposal, if approved, is reasonably likely to produce one of the going private effect s specifie d in Rule 13e -3 given the reduction in stockholders.
Form of Proxy
7. Please confirm, if true, that Hudson complied with its disclosure obligation under Rule 14a - 4(e) by representing that a properly executed proxy “will be voted in the manner directed .”
We remind you that the registrant is responsible for the accuracy and adequacy of its disclosures, notwithstanding any review, comments, action or absence of actio n by the staff.
You may contact me at (202) 551 -3266 with any questions.
Sincerely,
/s/ Nicholas P. Panos
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
March 22 , 201 9
Jeffrey E. Eberwein
Chief Executive Officer
Hudson Global, Inc.
53 Forest Avenue
Old Greenwich, CT 06870
Re: Hudson Global , Inc.
PRE C14A preliminary proxy statement filing made on Schedule 14A
Filed on March 15 , 2019 by Hudson Global , Inc.
File No. 001-38704
Dear M r. Eberwein ,
We have reviewed the above -captioned filing , and have the following comments. Some
of our comments may ask for additional information so that we may better understand the disclosure.
Please respond to this letter by amending the filing and/or by providing the requested
information. If you do not believe our comments apply to your facts and circumstances , and/or do
not believe an amendment is appropriate, please tell us why in a written response.
After reviewing any amendment to the filing and any information provide d in response to
these comments, we may have additional comments.
Schedule 14A
1. The legen d required by Rule 14a -6(e)(1) regarding identification of the proxy statement as
“preliminary” similarly should appear on the first page of the proxy statement , as defined in
Rule 14a -1(g), as distinguished fr om the Notice or correspondence to shareholder s. In light
of the permissibility under Rule 14a -3(a) for the registrant to lawfully solicit while using a
preliminary proxy sta tement , please revise to place the required legend on the first page of
the proxy statement . In addition, please add the legend, as required, to the form of proxy.
2. As required by both Rule 14a -6(d) and Item 1 (b) of Schedule 14A , please place the
approximate date upon which the proxy statement will be mailed to shareholders on the first
page of the proxy statement as defined under Rule 14a -1(g). At present, this date appears in
the Notice, which document is outside the scope of the cited definition of proxy statement .
Voting; Q uorum , page 2
3. Please advise us of the legal basis upon which the registrant has relied to conclude that
brokers may be eligible to vote shares in the absence of instru ctions timely transmitted by
beneficial owners. Alternatively, please revise to remove the implication that “broker non -
votes” will still exist even if the solicitation is contested. See Item 21(b) of Schedule 14A.
Jeffrey E . Eberwein
Hudson Global, Inc.
March 22 , 201 9
Page 2
Proposal 1 – Election of Directors, page 5
4. In light of the requirement under Item 5(b)(1)(iii) of Schedule 14A to state whether or not
any of the participants have been the subject of criminal convictions within the last ten years,
please provide us with a written reply on behal f of each participant in response to this line
item notwithstanding the fact that a negative response need not be disclosed in the proxy
statement filed under cover of Schedule 14A.
Potential Payments Upon Termination or C hange in Control , page 20
5. Notwithstanding the definition of the t erm “change in control ” appearing on page 2 3, please
revise this section to state the circumstances under which, if any , that a successful solic itation
in opposition by Cannell (as defined in your proxy statement) would constitute a change in
control and result in comp ensation being paid to any of the registrant ’s existing directors.
No Going Private Transaction , page 34
6. While we recognize the proposal to have a reverse stock split authorized is not being
introduced for the purpose of taki ng the r egistrant private, please advise us, with a view
towards revised disclosur e, whether the proposal, if approved, is reasonably likely to produce
one of the going private effect s specifie d in Rule 13e -3 given the reduction in stockholders.
Form of Proxy
7. Please confirm, if true, that Hudson complied with its disclosure obligation under Rule 14a -
4(e) by representing that a properly executed proxy “will be voted in the manner directed .”
We remind you that the registrant is responsible for the accuracy and adequacy of its
disclosures, notwithstanding any review, comments, action or absence of actio n by the staff.
You may contact me at (202) 551 -3266 with any questions.
Sincerely,
/s/ Nicholas P. Panos
Nicholas P. Panos
Senior Special Counsel
Office of Mergers & Acquisitions
cc: Adam W. Finerman , Esq.
Claudia Dubon , Esq.