SEC Comment Letter for CLEARANT INC (CIK 0001238579) — May 3, 2005
CLEARANT INC (CIK 0001238579)
Date: May 3, 2005 · CIK: 0001238579 · Accession: 0000000000-05-021618
AI Filing Summary & Sentiment
Show Raw Text
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 3-9 May 3, 2005
Clearant, Inc.
11111 Santa Monica Blvd., Suite 650
Los Angeles, CA 90025
Attn: Alain Delongchamp, CEO
Re: Clearant, Inc.
Preliminary proxy statement filed April 29, 2005
File No. 0-50309
Dear Mr. Delongchamp:
This is to advise you that we have monitored the subject
filing
solely with respect to proposal number 3 and have the following
comments.
1. In the "Comparative Rights of Stockholders" subsection of the
proxy statement on page 20, you state that the summary of the
differences between Nevada and Delaware law and the charters of
the
Nevada and Delaware corporations does not purport to be complete
and
is qualified in its entirety by reference to the charter
documents,
bylaws and laws of the states of Nevada and Delaware. You should
summarize all of the material terms of the charter documents,
bylaws
and laws of the two states as they pertain to stockholder rights
in
the proxy statement, and state in the proxy statement that you
have
done so. Also, you should explain to shareholders how they may
obtain copies of the charter documents and bylaws.
2. We note that as part of this proposal, stockholders are being
asked to approve an increase in the number of authorized shares of
common stock of the company from 100,000,000 shares to 200,000,000
shares. Please expand the disclosure to state the number of
outstanding shares, shares reserved for issuance under option
plans,
in connection with convertible securities, etc., and the number of
shares available for issuance which have not been reserved. You
should also disclose whether or not there are any agreements,
arrangements or understandings with anyone to sell or issue any
additional shares of common stock.
3. We note your disclosure concerning the creation of "blank
check"
preferred stock. Please expand this disclosure to discuss the
anti-
takeover ramifications of blank check preferred, rights plans,
poison
pills, etc. and state whether or not you plan to implement any
such
plans or arrangements. You should also discuss the possible
overall
effect of the existence of "blank check" preferred stock on the
holders of common stock, including the dilution of their ownership
interests, the continuation of current management, the prevention
of
mergers or business combinations and the discouragement of
possible
tender offers for shares of common stock.
As appropriate, please amend your filing in response to these
comments. If you disagree, we will consider your explanation as
to
why a comment is inapplicable or a revision is unnecessary.
Please
be as detailed as necessary in your explanation.
Any questions should be directed to Michael Reedich at (202)
942-1815, or the undersigned at (202) 942-1840.
Sincerely,
Jeffrey Riedler
Assistant Director
??
??
??
??
1
</TEXT>
</DOCUMENT>