SEC Company Response from Ad.Venture Partners, Inc. (CIK 0001323639) — Aug 24, 2005
Ad.Venture Partners, Inc. (CIK 0001323639)
Date: Aug. 24, 2005 · CIK: 0001323639 · Accession: 0000950134-05-016608
AI Filing Summary & Sentiment
File numbers found in text: 333-124141
Referenced dates: August 8, 2005
Letter
VIA EDGAR, FAX AND FEDERAL EXPRESS Securities and Exchange Commission Re: Ad.Venture Partners, Inc. Registration Statement on Form S-1 File No. 333-124141
Dear Mr. Dang:
This letter is written pursuant to our telephone conversations of today. You have asked us to provide information concerning the distribution of revised preliminary prospectus in connection with a reduction in the offering size for the above-referenced offering.
The Company has filed a pre-effective amendment to reflect the offering size decrease. In addition, we have been advised by the underwriters that they have distributed copies of the revised preliminary prospectus included in such amendment reflecting such offering size decrease via email to all accounts that have indicated an interest in purchasing in the offering; that these emails conformed to forms of emails provided supplementally to the staff of the Securities and Exchange Commission with our letter dated August 8, 2005; and that they intend to offer and sell the Company’s units in this offering solely to those accounts.
In addition, in connection with the refiling of our legality opinion (exhibit 5.1 to the above-referenced registration statement), which has been amended to reflect the decreased offering size, we hereby reconfirm that the reference in our legality opinion to the Delaware General Corporation Law is meant to encompass relevant portions of the Delaware Constitution and published judicial proceedings of Delaware courts.
Sincerely,
/s/Gian-Michele a Marca
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CORRESP
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ATTORNEYS AT LAW
Broomfield, CO
720 566-4000
One Maritime Plaza
20th Floor
Palo Alto, CA
650 843-5000
San Francisco, CA
94111-3580
Reston, VA
703 456-8000
Main 415
693-2000
Fax 415
951-3699
San Diego, CA
858 550-6000
www.cooley.com
GIAN-MICHELE A MARCA
(415)
693-2148
gmamarca@colley.com
August 24, 2005
VIA EDGAR, FAX AND FEDERAL EXPRESS
Duc Dang
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re:
Ad.Venture Partners, Inc.
Registration Statement on Form S-1
File No. 333-124141
Dear Mr. Dang:
This letter is written pursuant to our telephone conversations of today. You have asked us to
provide information concerning the distribution of revised preliminary prospectus in connection
with a reduction in the offering size for the above-referenced offering.
The Company has filed a pre-effective amendment to reflect the offering size decrease. In
addition, we have been advised by the underwriters that they have distributed copies of the revised
preliminary prospectus included in such amendment reflecting such offering size decrease via email
to all accounts that have indicated an interest in purchasing in the offering; that these emails
conformed to forms of emails provided supplementally to the staff of the Securities and Exchange
Commission with our letter dated August 8, 2005; and that they intend to offer and sell the
Company’s units in this offering solely to those accounts.
In addition, in connection with the refiling of our legality opinion (exhibit 5.1 to the
above-referenced registration statement), which has been amended to reflect the decreased offering
size, we hereby reconfirm that the reference in our legality opinion to the Delaware General
Corporation Law is meant to encompass relevant portions of the Delaware Constitution and published
judicial proceedings of Delaware courts.
Sincerely,
/s/Gian-Michele a Marca
Gian-Michele a Marca
cc:
Howie Balter (Ad.Venture Partners, Inc.)
Ilan Slasky (Ad.Venture Partners, Inc.)
Floyd I. Wittlin (Bingham McCutcheon LLP)