SEC Comment Letter for Stereotaxis, Inc. (STXS) (CIK 0001289340) (STXS) — Aug 24, 2009
Stereotaxis, Inc. (STXS) (CIK 0001289340)
Date: Aug. 24, 2009 · CIK: 0001289340 · Accession: 0000000000-09-046289
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-161078
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
Mail Stop 3030
August 24, 2009 Michael P. Kaminski President and Chief Executive Officer Stereotaxis, Inc. 4320 Forest Park Avenue, Suite 100 St. Louis, Missouri 63108 Re: Stereotaxis, Inc. Registration Statement on Form S-3 Filed August 6, 2009 File No. 333-161078 Dear Mr. Kaminski:
We have limited our review of your filing to those issues we have addressed in our comment. Where indicated, we think you should revise your document in response to this comment. If you disagree, we will cons ider 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 re view 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 any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. Incorporation of Certain Docu ments by Reference, page 29
1. Please resolve all comments regardi ng your Exchange Act reports before requesting acceleration of th e effective date of the registration statement.
As appropriate, please amend your regist ration statement in response to this comment. You may wish to provide us with ma rked copies of the amendment to expedite our review. Please furnish a c over letter with your amendment that keys your response to our comment and provides any requested info rmation. Detailed cover letters greatly
Michael P. Kaminski Stereotaxis, Inc. August 24, 2009 Page 2 facilitate our review. Please understand th at we may have additional comments after reviewing your amendment a nd responses to our comment. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Act of 1933 and that they have provided all information investors require for an informed investment 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. Notwithstanding our comments, in the even t the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that: • should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does no t foreclose the Commission from taking any action with respect to the filing;
• the action of the Commission or the st aff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
• the company may not assert staff comments and the declaration of effectiveness as a defense in any pr oceeding initiated by the Commission or any person under the federal securities laws of the United States. In addition, please be advi sed that the Division of En forcement has access to all information you provide to the staff of the Di vision of Corporation Finance in connection with our review of your filing or in response to our comments on your filing. We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are aware of their respective re sponsibilities under the S ecurities Act of 1933 and the Securities Exchange Act of 1934 as they rela te to the proposed public offering of the securities specified in the above registration statement. We will act on the request and, pursuant to delegated authority, grant acce leration of the effective date. We direct your attention to Rules 46 0 and 461 regarding requesting acceleration of a registration statement. Please allow ad equate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in a dvance of the requested effective date.
Michael P. Kaminski Stereotaxis, Inc. August 24, 2009 Page 3 Please contact Mary Beth Breslin at ( 202) 551-3625 or me at (202) 551-3314 with any questions.
S i n c e r e l y , D a n i e l M o r r i s Special Counsel
cc (via facsimile): James L. Nouss, Jr., Esq. Robert J. Endicott, Esq. Bryan Cave LLP
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Mail Stop 3030
August 24, 2009
Michael P. Kaminski President and Chief Executive Officer Stereotaxis, Inc. 4320 Forest Park Avenue, Suite 100 St. Louis, Missouri 63108
Re: Stereotaxis, Inc.
Registration Statement on Form S-3 Filed August 6, 2009 File No. 333-161078
Dear Mr. Kaminski:
We have limited our review of your filing to those issues we have addressed in
our comment. Where indicated, we think you should revise your document in response to this comment. If you disagree, we will cons ider 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 re view 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 any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Incorporation of Certain Docu ments by Reference, page 29
1. Please resolve all comments regardi ng your Exchange Act reports before
requesting acceleration of th e effective date of the registration statement.
As appropriate, please amend your regist ration statement in response to this
comment. You may wish to provide us with ma rked copies of the amendment to expedite
our review. Please furnish a c over letter with your amendment that keys your response to
our comment and provides any requested info rmation. Detailed cover letters greatly
Michael P. Kaminski
Stereotaxis, Inc.
August 24, 2009 Page 2 facilitate our review. Please understand th at we may have additional comments after
reviewing your amendment a nd responses to our comment.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have provided all information investors require
for an informed investment 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.
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
• should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does no t foreclose the Commission from taking
any action with respect to the filing;
• the action of the Commission or the st aff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the company from
its full responsibility for the adequacy and accuracy of the disclosure in the
filing; and
• the company may not assert staff comments and the declaration of
effectiveness as a defense in any pr oceeding initiated by the Commission or
any person under the federal securities laws of the United States.
In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement. We will act on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement. Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration. Please provide this request at least two business days in a dvance of the requested effective date.
Michael P. Kaminski
Stereotaxis, Inc. August 24, 2009 Page 3
Please contact Mary Beth Breslin at ( 202) 551-3625 or me at (202) 551-3314 with
any questions.
S i n c e r e l y , D a n i e l M o r r i s
Special Counsel
cc (via facsimile): James L. Nouss, Jr., Esq.
Robert J. Endicott, Esq.
Bryan Cave LLP