SEC Comment Letter for CLEARANT INC (CIK 0001238579) — Apr 22, 2005
CLEARANT INC (CIK 0001238579)
Date: April 22, 2005 · CIK: 0001238579 · Accession: 0000000000-05-019845
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April 11, 2005
Via U.S. Mail and facsimile at (310) 479-2959
Alain Delongchamp
Chief Executive Officer
Clearant, Inc.
11111 Santa Monica Boulevard
Suite 650
Los Angeles, CA 90025
Re: Clearant, Inc.
Information Statement Pursuant to Section 14(f) of the Securities
Exchange Act of 1934 and Rule 14f-1 thereunder
Filed April 1, 2005
File Number 5-80638
Dear Mr. Delongchamp:
We have the following comments on your filing.
Security Ownership of Certain Beneficial Owners and Management,
page
5
1. In the future, please note that the footnotes to the beneficial
ownership table should identify the natural person who controls,
i.e.
voting or investment power, the stock owned by the entities listed
in
the table. See Exchange Act Rule 13d-3. For example, you should
have disclosed the natural person who controls the common stock
owned
by Biomedicine L.P., Rock Creek Partners II, Ltd., and Affinity
Ventures III, L.P.
2. We note that some of your shareholders beneficially own greater
than 5% of your common stock as a result of the merger. Our
records
indicate, however, that none of these persons has filed beneficial
ownership reports on Schedule 13D or 13G pursuant to Sections
13(d)
and 13(g) of the Exchange Act of 1934 and Rule 13d-1. Please
advise.
Committees of the Board of Directors, page 7
3. In the future, please revise to ensure that you have provided
all
of the information required pursuant to Item 7(d) of Schedule 14A,
including information regarding the lack of a nominating committee
and shareholder communications, or tell us why you do not believe
additional information is required. Note that even where the
company
does not have any defined policy or procedures for the nomination
of
directors and shareholder recommendations, provide the basis for
the
board`s apparent view that it is appropriate not to have a policy
regarding the consideration of director candidates recommended by
security holders. See Item 7(d)(2)(ii)(F) of Schedule 14A. Also,
describe the procedures to be followed by security holders in
submitting director nominations, in accordance with Item
7(d)(2)(ii)(G) of Schedule 14A. Please also provide the
disclosure
required pursuant to Item 7(d)(2)(ii)(I) and (J) of Schedule 14A
as
your current disclosure indicating that "[y]our directors will
consider any nomination and will consider such nomination in
accordance with his or her fiduciary responsibility..." is not
descriptive enough and appears to be boilerplate disclosure.
Closing comment
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.
------
Please respond to these comments by promptly amending the filing
and
submitting a response letter filed via EDGAR and "tagged" as
correspondence. If the information you provide in response to our
comments materially changes the information that you have already
provided to security holders, disseminate the revised materials in
a
manner reasonably calculated to inform them of the new
information.
If you do not agree with a comment, please tell us why in your
response.
Please direct any questions regarding our comments to me at
(202) 942-2801. You may also reach me via facsimile at (202) 942-
9638.
Sincerely,
Mara L. Ransom
Special Counsel
Office of Mergers and
Acquisitions
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Clearant, Inc.
April 11, 2005
Page 1 of 3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303
DIVISION OF
CORPORATION FINANCE
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