SEC Company Response from Dolphin Entertainment, Inc. (DLPN) (CIK 0001282224) (DLPN) — May 13, 2008
Dolphin Entertainment, Inc. (DLPN) (CIK 0001282224)
Date: May 13, 2008 · CIK: 0001282224 · Accession: 0001269678-08-000149
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-149143
Letter
MILWAUKEE, WISCONSIN ______ MEMBER OF INTERNATIONAL LAWYERS NETWORK United States Securities and Exchange Commission Division of Corporate Finance Mail Stop 6010 450 Fifth Street, N.W. Washington, DC 20549 Re: Logica Holdings, Inc. (the "Company") Form S-1 Registration Statement; Filed February 11, 2008; File No. 333-149143 (the "Registration Statement")
Dear Sir or Madam:
On behalf of the Company, we hereby submit a response to the Comment Letter issued by the Staff (the "Staff") of the Securities and Exchange Commission (the "SEC") dated March 12, 2008. The Company's response below corresponds numerically to the Comment Letter.
General -------
1. Please comply in your Form S-1 with the comments issued in connection with our limited review of your 2006 Form 10-KSB, to the extent applicable.
All comments issued in connection with the Staff's review of the Company's 2006 Form 10-KSB, have, to the extent applicable, been incorporated into the Registration Statement.
2. In your next amendment, include audited financial statements for the fiscal year ended December 31, 2007 and update your disclosure accordingly.
We have included in Pre-Effective Amendment No. 1 to Form S-1 (File No. 333-149143) (the "Amendment") audited financial statements for the fiscal year ended December 31, 2007, and have updated the disclosure accordingly in the following sections of the Amendment:
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Division of Corporate Finance May 13, 2008 Page 2
* Prospectus Summary * Management's Discussion and Analysis or Plan of Operation * Index to Financial Statements
3. We note that you are registering the sale of 4,895,833 shares. Given the size relative to the number of shares outstanding held by non-affiliates, the nature of the offering and the selling security holders, the transaction appears to he a primary offering. Because you are not eligible to conduct a primary offering on Form S-3 you are not eligible to conduct a primary at-the-market offering under Rule 415(a)(4). Therefore, the offering price of the common stock must be fixed for the duration of the offering and the selling shareholders must be identified as underwriters in the filing.
If you disagree with our analysis, please tell us in your response letter your basis for determining that the transaction is appropriately characterized as a transaction that is eligible to be made under Rule 415(a)(1)(i). In your analysis, please address the following among any other relevant factors:
o The number of selling shareholders and the percentage of the overall offering made by each shareholder;
o The date on which and the manner in which each selling shareholder received the shares and/or the overlying securities;
o The relationship of each selling shareholder with the company, including an analysis of whether the selling shareholder is an affiliate of the company;
o Any relationships among the selling shareholders;
o The dollar value of the shares registered in relation to the proceeds that the company received from the selling shareholders for the securities, excluding amounts of proceeds that were returned (or will be returned) to the selling shareholders and/or their affiliates in fees or other payments;
o The discount at which the shareholders will purchase the common stock underlying the convertible notes (or any related security, such as a warrant or option) upon conversion or exercise; and
<PAGE>
Division of Corporate Finance May 13, 2008 Page 3
o Whether or not any of the selling shareholders is in the business of buying and selling securities.
We have reduced the total number of shares being registered under the Registration Statement from 4,895,833 shares of our common stock, to 2,143,314 shares of our common stock. Please see response to Comment #8 below. As a result, we believe the transaction as currently evidenced in the Amendment is appropriately characterized as a transaction that is eligible to be made under Rule 415(a)(1)(i).
Prospectus Cover Page ---------------------
4. Please identify the additional 100,000 issued and outstanding common shares that are registered for resale by this registration statement on your prospectus cover page. Also, in an appropriate location in the prospectus, briefly disclose how the seller of such shares acquired them and why they are included in this registration statement.
The 100,000 issued and outstanding shares in question are no longer being registered under the Registration Statement, and have been deleted from the Amendment.
5. Your statement that you are registering for resale shares by "persons to whom such selling stockholders may transfer their shares" appears overly broad. Please revise this statement. See Section V.B.1.b.i.(C) of the Securities Offering Reform release no. 33-8591 regarding the identification of selling shareholders.
We have revised the "Prospectus Cover Page" of the Registration Statement by deleting the phrase "and the persons to whom such selling stockholders may transfer their shares."
Prospectus Summary, page 1 --------------------------
Recent Developments, page 2 ---------------------------
Financings, page 2 ------------------
6. Please update the second paragraph under this section to explain what has actually happened since the date of the purchase agreement. For example, indicate that the selling shareholder did purchase the additional 250,000 shares of preferred stock. When updating your disclosure, focus on disclosing in the summary the most material terms of the financing and provide more detailed
<PAGE>
Division of Corporate Finance May 13, 2008 Page 4
disclosure in the body of the prospectus. Describe the terms in plain English. Similarly, in the next subsections discussing your dispositions and acquisitions, focus on the purpose and effect of the transactions rather than highlighting the legal steps. Avoid acronyms and defined terms.
We have updated the second paragraph under the "Prospectus Summary - Recent Developments - Financings" section of the Registration Statement to provide that, since the date of the purchase agreement, the Investors purchased an additional 250,000 shares of Series A Convertible Preferred Stock from us on November 7, 2007, for $250,000. Further, we have updated the disclosure in that section to focus on disclosing the most material terms of the financing, and have updated the "Business" section of the Registration Statement to provide a more detailed disclosure of the financing.
Further, we have updated the "Prospectus Summary - Recent Developments - Dispositions" section of the Registration Statement to focus on the purpose and effect of the transactions rather than highlighting the legal steps.
In each of the foregoing revisions, we have attempted to describe the terms in plain English and avoid the use of acronyms and defined terms.
7. Disclose the consequences of your failure to comply with your obligation to nominate an independent board of directors within four months of the date of the purchase agreement. Also disclose the consequences of your failure to file and have declared effective this registration statement within such time period.
We have revised the "Business" section of the Registration Statement to provide that we issued the Investors in the October 2007 Financing 187,500 shares of the Company's common stock on January 14, 2008, as liquidated damages related to our failure to timely file a registration statement pursuant to the terms of the registration rights agreement between the Company and the Investors, in consideration for which the Investors waived any further liquidated damages related to the filing of the registration statement.
We have further revised the "Business" section of the Registration Statement to provide that the Company entered into an agreement with the Investors in the October 2007 Financing, on April 1, 2008, pursuant to which the Company issued the Investors 300,000
<PAGE>
Division of Corporate Finance May 13, 2008 Page 5
shares of the Company's common stock for $30,000, and the Investors waived all rights to future liquidated damages related to the October 2007 Financing.
The Offering, page 4 --------------------
8. Please disclose the number of shares currently outstanding that are held by persons other than the selling shareholders, affiliates of the company, and affiliates of the selling shareholders and the percentage of these outstanding shares that the shares registered for resale represent.
----------------------------------- ----------------- Shares currently outstanding held 8,682,566 by persons other than the selling shareholders, affiliates of the Company, and affiliates of the selling shareholders:
----------------------------------- ----------------- Shares registered for resale: 2,143,314 ----------------------------------- ----------------- Percentage of shares registered compared to 24.69% outstanding shares (as stated above): ----------------------------------- -----------------
9. Please disclose the total dollar value of the securities underlying the preferred shares and warrants that you have registered for resale (using the number of underlying securities you have registered for resale and the market price for those securities on the date of the sales of the preferred shares and warrants).
As stated in our response to Comment #3 above, we have reduced the total number of shares being registered under the Registration Statement from 4,895,833 shares of our common stock, to 2,143,314 shares of our common stock, all of which underlie common stock purchase warrants. The closing market price for a share of our common stock on October 4, 2007, was $1.25. As such, the total dollar value of the 2,143,314 shares being registered in the Registration Statement is $2,679,142.45.
Risk Factors, page 6 --------------------
10. Revise the risk factor on page six related to your need to raise additional capital to specifically discuss how the terms of the preferred shares and warrants issued in the October 2007 financing
<PAGE>
Division of Corporate Finance May 13, 2008 Page 6
could make obtaining additional financing more difficult and/or expensive.
We have revised the risk factor on page six related to our need to raise additional capital to specifically discuss the following reasons we believe the October 2007 financing might make obtaining additional financing more difficult and/or expensive: (i) no dividends may be paid with respect to common stock while the Series A Preferred Stock is outstanding, unless said dividends are paid pro rata to the holders of the preferred stock; (ii) as long as the Series A Preferred Stock is outstanding, the Company may not, without the approval of the holders of the Series A Preferred Stock, authorize or create authorize or create any class of stock ranking as to dividends or distribution of assets upon a liquidation senior to or otherwise pari passu with the Series A Preferred Stock, or any of preferred stock possessing greater voting rights or the right to convert at a more favorable price than the Series A Preferred Stock; (iii) the Series A Preferred Stock is entitled to a $1.00 per share preferred distribution, prior to any distribution to holders of common stock, upon a liquidation of the Company; (iv) for a period of 5 years post closing, the Company shall be prohibited from effecting or entering into an agreement to effect any subsequent financing involving a transaction in which the Company issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of common stock either (a) at
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<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Joel D. Mayersohn CHICAGO, ILLINOIS
______
BOCA RATON, FLORIDA
______
LAW OFFICES MIAMI, FLORIDA
ARNSTEIN & LEHR LLP ______
200 EAST LAS OLAS BOULEVARD SUITE 1700 TAMPA, FLORIDA
FT. LAUDERDALE, FLORIDA 33301-2240 ______
(954) 713-7600
FAX (954) 713-7700 WEST PALM BEACH,
www.arnstein.com FLORIDA
FOUNDED 1893 ______
HOFFMAN ESTATES,
ILLINOIS
May 13, 2008 ______
MILWAUKEE, WISCONSIN
______
MEMBER OF
INTERNATIONAL
LAWYERS NETWORK
United States Securities and Exchange Commission
Division of Corporate Finance
Mail Stop 6010
450 Fifth Street, N.W.
Washington, DC 20549
Re: Logica Holdings, Inc. (the "Company")
Form S-1 Registration Statement; Filed February 11, 2008;
File No. 333-149143 (the "Registration Statement")
Dear Sir or Madam:
On behalf of the Company, we hereby submit a response to the Comment
Letter issued by the Staff (the "Staff") of the Securities and Exchange
Commission (the "SEC") dated March 12, 2008. The Company's response below
corresponds numerically to the Comment Letter.
General
-------
1. Please comply in your Form S-1 with the comments issued in
connection with our limited review of your 2006 Form 10-KSB, to
the extent applicable.
All comments issued in connection with the Staff's review of the
Company's 2006 Form 10-KSB, have, to the extent applicable, been
incorporated into the Registration Statement.
2. In your next amendment, include audited financial statements for
the fiscal year ended December 31, 2007 and update your disclosure
accordingly.
We have included in Pre-Effective Amendment No. 1 to Form S-1
(File No. 333-149143) (the "Amendment") audited financial
statements for the fiscal year ended December 31, 2007, and have
updated the disclosure accordingly in the following sections of
the Amendment:
<PAGE>
Division of Corporate Finance
May 13, 2008
Page 2
* Prospectus Summary
* Management's Discussion and Analysis or Plan of Operation
* Index to Financial Statements
3. We note that you are registering the sale of 4,895,833 shares.
Given the size relative to the number of shares outstanding held
by non-affiliates, the nature of the offering and the selling
security holders, the transaction appears to he a primary
offering. Because you are not eligible to conduct a primary
offering on Form S-3 you are not eligible to conduct a primary
at-the-market offering under Rule 415(a)(4). Therefore, the
offering price of the common stock must be fixed for the duration
of the offering and the selling shareholders must be identified as
underwriters in the filing.
If you disagree with our analysis, please tell us in your response
letter your basis for determining that the transaction is
appropriately characterized as a transaction that is eligible to
be made under Rule 415(a)(1)(i). In your analysis, please address
the following among any other relevant factors:
o The number of selling shareholders and the percentage of
the overall offering made by each shareholder;
o The date on which and the manner in which each selling
shareholder received the shares and/or the overlying
securities;
o The relationship of each selling shareholder with the
company, including an analysis of whether the selling
shareholder is an affiliate of the company;
o Any relationships among the selling shareholders;
o The dollar value of the shares registered in relation to
the proceeds that the company received from the selling
shareholders for the securities, excluding amounts of
proceeds that were returned (or will be returned) to the
selling shareholders and/or their affiliates in fees or
other payments;
o The discount at which the shareholders will purchase the
common stock underlying the convertible notes (or any
related security, such as a warrant or option) upon
conversion or exercise; and
<PAGE>
Division of Corporate Finance
May 13, 2008
Page 3
o Whether or not any of the selling shareholders is in the
business of buying and selling securities.
We have reduced the total number of shares being registered under
the Registration Statement from 4,895,833 shares of our common
stock, to 2,143,314 shares of our common stock. Please see
response to Comment #8 below. As a result, we believe the
transaction as currently evidenced in the Amendment is
appropriately characterized as a transaction that is eligible to
be made under Rule 415(a)(1)(i).
Prospectus Cover Page
---------------------
4. Please identify the additional 100,000 issued and outstanding
common shares that are registered for resale by this registration
statement on your prospectus cover page. Also, in an appropriate
location in the prospectus, briefly disclose how the seller of
such shares acquired them and why they are included in this
registration statement.
The 100,000 issued and outstanding shares in question are no
longer being registered under the Registration Statement, and have
been deleted from the Amendment.
5. Your statement that you are registering for resale shares by
"persons to whom such selling stockholders may transfer their
shares" appears overly broad. Please revise this statement. See
Section V.B.1.b.i.(C) of the Securities Offering Reform release
no. 33-8591 regarding the identification of selling shareholders.
We have revised the "Prospectus Cover Page" of the Registration
Statement by deleting the phrase "and the persons to whom such
selling stockholders may transfer their shares."
Prospectus Summary, page 1
--------------------------
Recent Developments, page 2
---------------------------
Financings, page 2
------------------
6. Please update the second paragraph under this section to explain
what has actually happened since the date of the purchase
agreement. For example, indicate that the selling shareholder did
purchase the additional 250,000 shares of preferred stock. When
updating your disclosure, focus on disclosing in the summary the
most material terms of the financing and provide more detailed
<PAGE>
Division of Corporate Finance
May 13, 2008
Page 4
disclosure in the body of the prospectus. Describe the terms in
plain English. Similarly, in the next subsections discussing your
dispositions and acquisitions, focus on the purpose and effect of
the transactions rather than highlighting the legal steps. Avoid
acronyms and defined terms.
We have updated the second paragraph under the "Prospectus Summary
- Recent Developments - Financings" section of the Registration
Statement to provide that, since the date of the purchase
agreement, the Investors purchased an additional 250,000 shares of
Series A Convertible Preferred Stock from us on November 7, 2007,
for $250,000. Further, we have updated the disclosure in that
section to focus on disclosing the most material terms of the
financing, and have updated the "Business" section of the
Registration Statement to provide a more detailed disclosure of
the financing.
Further, we have updated the "Prospectus Summary - Recent
Developments - Dispositions" section of the Registration Statement
to focus on the purpose and effect of the transactions rather than
highlighting the legal steps.
In each of the foregoing revisions, we have attempted to describe
the terms in plain English and avoid the use of acronyms and
defined terms.
7. Disclose the consequences of your failure to comply with your
obligation to nominate an independent board of directors within
four months of the date of the purchase agreement. Also disclose
the consequences of your failure to file and have declared
effective this registration statement within such time period.
We have revised the "Business" section of the Registration
Statement to provide that we issued the Investors in the October
2007 Financing 187,500 shares of the Company's common stock on
January 14, 2008, as liquidated damages related to our failure to
timely file a registration statement pursuant to the terms of the
registration rights agreement between the Company and the
Investors, in consideration for which the Investors waived any
further liquidated damages related to the filing of the
registration statement.
We have further revised the "Business" section of the Registration
Statement to provide that the Company entered into an agreement
with the Investors in the October 2007 Financing, on April 1,
2008, pursuant to which the Company issued the Investors 300,000
<PAGE>
Division of Corporate Finance
May 13, 2008
Page 5
shares of the Company's common stock for $30,000, and the
Investors waived all rights to future liquidated damages related
to the October 2007 Financing.
The Offering, page 4
--------------------
8. Please disclose the number of shares currently outstanding that
are held by persons other than the selling shareholders,
affiliates of the company, and affiliates of the selling
shareholders and the percentage of these outstanding shares that
the shares registered for resale represent.
----------------------------------- -----------------
Shares currently outstanding held 8,682,566
by persons other than the selling
shareholders, affiliates of the
Company, and affiliates of the
selling shareholders:
----------------------------------- -----------------
Shares registered for resale: 2,143,314
----------------------------------- -----------------
Percentage of shares registered
compared to 24.69% outstanding
shares (as stated above):
----------------------------------- -----------------
9. Please disclose the total dollar value of the securities
underlying the preferred shares and warrants that you have
registered for resale (using the number of underlying securities
you have registered for resale and the market price for those
securities on the date of the sales of the preferred shares and
warrants).
As stated in our response to Comment #3 above, we have reduced the
total number of shares being registered under the Registration
Statement from 4,895,833 shares of our common stock, to 2,143,314
shares of our common stock, all of which underlie common stock
purchase warrants. The closing market price for a share of our
common stock on October 4, 2007, was $1.25. As such, the total
dollar value of the 2,143,314 shares being registered in the
Registration Statement is $2,679,142.45.
Risk Factors, page 6
--------------------
10. Revise the risk factor on page six related to your need to raise
additional capital to specifically discuss how the terms of the
preferred shares and warrants issued in the October 2007 financing
<PAGE>
Division of Corporate Finance
May 13, 2008
Page 6
could make obtaining additional financing more difficult and/or
expensive.
We have revised the risk factor on page six related to our need to
raise additional capital to specifically discuss the following
reasons we believe the October 2007 financing might make obtaining
additional financing more difficult and/or expensive: (i) no
dividends may be paid with respect to common stock while the
Series A Preferred Stock is outstanding, unless said dividends are
paid pro rata to the holders of the preferred stock; (ii) as long
as the Series A Preferred Stock is outstanding, the Company may
not, without the approval of the holders of the Series A Preferred
Stock, authorize or create authorize or create any class of stock
ranking as to dividends or distribution of assets upon a
liquidation senior to or otherwise pari passu with the Series A
Preferred Stock, or any of preferred stock possessing greater
voting rights or the right to convert at a more favorable price
than the Series A Preferred Stock; (iii) the Series A Preferred
Stock is entitled to a $1.00 per share preferred distribution,
prior to any distribution to holders of common stock, upon a
liquidation of the Company; (iv) for a period of 5 years post
closing, the Company shall be prohibited from effecting or
entering into an agreement to effect any subsequent financing
involving a transaction in which the Company issues or sells any
debt or equity securities that are convertible into, exchangeable
or exercisable for, or include the right to receive additional
shares of common stock either (a) at