SEC Comment Letter for MGN TECHNOLOGIES, INC. (CIK 0001258786) — Oct 31, 2005
MGN TECHNOLOGIES, INC. (CIK 0001258786)
Date: Oct. 31, 2005 · CIK: 0001258786 · Accession: 0000000000-05-055194
AI Filing Summary & Sentiment
Letter
October 14, 2005 via U.S. Mail Allessandro Bordon President, Chief Executive Officer and Treasurer TRYX Ventures Corp. Suite 341-837 West Hastings Street Vancouver, British Columbia CANADA V6C 3N6
Re: TRYX Ventures Corp. Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A Filed October 5, 2005 File No. 0-50919
Dear Ms. Borden:
We have reviewed your amended filing and have the following comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, 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 raise additional comments.
Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. 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.
General
1. Please confirm that the directors` resolution authorizing the acquisition of Ignition Technologies, Inc. by TRYX Ventures Corp. has been approved. Confirm and fill in the blanks in your disclosure regarding the closing date of the share exchange agreement.
2. You disclose on page 5 of the revised preliminary proxy statement that you intend to sell "[y]our oil and gas assets over time." Please inform us of whether or not the sale of substantially all of your oil and gas assets would require shareholder approval under your constitutive documents or the British Columbia Business Corporations Act. Also, clarify for us when you anticipate selling such assets. We note your statement in the response to prior comment 3 that assets will likely be sold but you do not specify a timeframe. We may have further comments.
Proposed Change in Directors, page 9
3. We note the revisions made to the proxy statement in response to our prior comment 3. You state in your response that the company does not "anticipate that any of the five nominees for election by the shareholders ...will resign prior to the [m]eeting." To the extent currently known, please update the disclosure to specify whether any of your current directors anticipates resigning prior to the meeting or soon thereafter.
4. You disclose on page 10 that the company will "gradually replace an additional director approximately every few months from the closing date" of the share exchange agreement. Indicate, if known, which of your directors will first be replaced. Also, please clarify in your disclosure whether current directors who are also executive officers will also be replaced once they resign from the board as directors.
5. Please clarify for shareholders, their limited rights to appoint and elect replacement directors following the resignation of directors prior to the next annual meeting. For example, summarize the material sections of Part 11 of the Articles of the company regarding the manner in which vacancies on the board of directors may be filled or appointments made by directors. Also, please provide a cross reference to disclosure regarding the absence of any nominating procedures for directors as disclosed on page 10 of the amended proxy statement.
Proposal Five- Removal of Pre-Existing Company Provisions, page 17
6. We note your response to our prior comment 11 and the revision under Proposal Five in the amended preliminary proxy statement. It would appear that you will need to unbundle from Proposal Five, the material changes in the pre-existing company provisions that once eliminated, would adversely impact shareholders. For example, currently a vote to approve the elimination of pre-existing company provisions constitutes a vote for the (i) the elimination of the pre- existing company provision that specifies that the company could only repurchase its shares on a pro rata basis from shareholders and (ii) elimination of the requirement that the company redeem its shares ratably. Consistent with the requirements of Rule 14a-4(a)(3), please ensure that you unbundle the proposal so that shareholders may vote separately for the elimination of these and any other material provisions that, if removed, could adversely impact shareholders. Please ensure the form of proxy card filed is also amended accordingly to reflect the unbundling of the proposal. See Rule 14a- 5(a). See Division of Corporation Finance, Manual Of Telephone Interpretations, Fifth Supplement.
Closing Comments
As appropriate, please respond to this letter within 10 business days or tell us when you will provide us with a response. Detailed cover letters greatly facilitate our review. Please file your cover letter on EDGAR. Please understand that we may have additional comments after reviewing your response to our comments.
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 for an informed decision. 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 filing;
* staff comments or changes to disclosure in response to staff comments 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.
You may contact Mellissa Campbell Duru, at (202) 551-3757, or in her absence, to me at (202) 551-3745. Direct all correspondence to the following ZIP code: 20549-7010.
Sincerely,
H. Roger Schwall
Assistant Director
cc: via facsimile
Cam McTavish, Esq.
(604) 891-7731 (fax)
Show Raw Text
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<TEXT>
October 14, 2005
via U.S. Mail
Allessandro Bordon
President, Chief Executive Officer and Treasurer
TRYX Ventures Corp.
Suite 341-837 West Hastings Street
Vancouver, British Columbia
CANADA V6C 3N6
Re: TRYX Ventures Corp.
Amendment No. 1 to Preliminary Proxy Statement on
Schedule 14A
Filed October 5, 2005
File No. 0-50919
Dear Ms. Borden:
We have reviewed your amended filing and have the following
comments. Where indicated, we think you should revise your
document
in response to these comments. If you disagree, 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 raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. 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.
General
1. Please confirm that the directors` resolution authorizing the
acquisition of Ignition Technologies, Inc. by TRYX Ventures Corp.
has
been approved. Confirm and fill in the blanks in your disclosure
regarding the closing date of the share exchange agreement.
2. You disclose on page 5 of the revised preliminary proxy
statement
that you intend to sell "[y]our oil and gas assets over time."
Please inform us of whether or not the sale of substantially all
of
your oil and gas assets would require shareholder approval under
your
constitutive documents or the British Columbia Business
Corporations
Act. Also, clarify for us when you anticipate selling such
assets.
We note your statement in the response to prior comment 3 that
assets
will likely be sold but you do not specify a timeframe. We may
have
further comments.
Proposed Change in Directors, page 9
3. We note the revisions made to the proxy statement in response
to
our prior comment 3. You state in your response that the company
does not "anticipate that any of the five nominees for election by
the shareholders ...will resign prior to the [m]eeting." To the
extent currently known, please update the disclosure to specify
whether any of your current directors anticipates resigning prior
to
the meeting or soon thereafter.
4. You disclose on page 10 that the company will "gradually
replace
an additional director approximately every few months from the
closing date" of the share exchange agreement. Indicate, if
known,
which of your directors will first be replaced. Also, please
clarify
in your disclosure whether current directors who are also
executive
officers will also be replaced once they resign from the board as
directors.
5. Please clarify for shareholders, their limited rights to
appoint
and elect replacement directors following the resignation of
directors prior to the next annual meeting. For example,
summarize
the material sections of Part 11 of the Articles of the company
regarding the manner in which vacancies on the board of directors
may
be filled or appointments made by directors. Also, please provide
a
cross reference to disclosure regarding the absence of any
nominating
procedures for directors as disclosed on page 10 of the amended
proxy
statement.
Proposal Five- Removal of Pre-Existing Company Provisions, page 17
6. We note your response to our prior comment 11 and the revision
under Proposal Five in the amended preliminary proxy statement.
It
would appear that you will need to unbundle from Proposal Five,
the
material changes in the pre-existing company provisions that once
eliminated, would adversely impact shareholders. For example,
currently a vote to approve the elimination of pre-existing
company
provisions constitutes a vote for the (i) the elimination of the
pre-
existing company provision that specifies that the company could
only
repurchase its shares on a pro rata basis from shareholders and
(ii)
elimination of the requirement that the company redeem its shares
ratably. Consistent with the requirements of Rule 14a-4(a)(3),
please
ensure that you unbundle the proposal so that shareholders may
vote
separately for the elimination of these and any other material
provisions that, if removed, could adversely impact shareholders.
Please ensure the form of proxy card filed is also amended
accordingly to reflect the unbundling of the proposal. See Rule
14a-
5(a). See Division of Corporation Finance, Manual Of Telephone
Interpretations, Fifth Supplement.
Closing Comments
As appropriate, please respond to this letter within 10 business
days
or tell us when you will provide us with a response. Detailed
cover
letters greatly facilitate our review. Please file your cover
letter
on EDGAR. Please understand that we may have additional comments
after reviewing your response to our comments.
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
for
an informed decision. 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 filing;
* staff comments or changes to disclosure in response to staff
comments 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.
You may contact Mellissa Campbell Duru, at (202) 551-3757, or
in
her absence, to me at (202) 551-3745. Direct all correspondence
to
the following ZIP code: 20549-7010.
Sincerely,
H. Roger Schwall
Assistant Director
cc: via facsimile
Cam McTavish, Esq.
(604) 891-7731 (fax)
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??
??
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Ms. Borden
TRYX Ventures Corp.
October 14, 2005
page 4
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010
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