SEC Comment Letter for BABYUNIVERSE, INC. (CIK 0001325118) — Jul 22, 2005
BABYUNIVERSE, INC. (CIK 0001325118)
Date: July 22, 2005 · CIK: 0001325118 · Accession: 0000000000-05-037789
AI Filing Summary & Sentiment
File numbers found in text: 333-124395
Referenced dates: July 1, 2005, July 1, 2005, July 1, 2005
Letter
Mail Stop 3561 July 22, 2005 John C. Textor Chief Executive Officer Baby Universe, Inc. 5601 NW 9th Avenue, Suite 104 Fort Lauderdale, FL 33309
Re: Baby Universe, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed July 13, 2005 File No. 333-124395
Dear Mr. Textor:
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.
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.
Risk Factors, page 5
We rely exclusively on the sale of baby, toddler and maternity..., page 8 1. We note your response to comment 4 in our letter dated July 1, 2005, removing your reference to "high-end" in describing the discretionary products. It is not clear why you have categorized strollers, car seats and bedding as discretionary purchases for consumers. Are not car seats required by law for infant travel in automobiles? Are not strollers and bedding arguably necessary purchases for consumers in caring for their infants and toddlers? Please expand your disclosure to clearly explain why these products are discretionary.
Management`s Discussion and Analysis of Financial Condition..., page
Critical Accounting Policies, page 25 2. You assert, in your response to comment 5 in our letter dated July 1, 2005, that all outstanding stock options are vested as of March 31, 2005. From your schedule of outstanding stock options on page F- 11 in the notes to the consolidated financial statements, it appears that 381,724 options were exercisable at March 31, 2005 and 208,492 options were not exercisable. Please revise your disclosure on page 26 and 33 to show the intrinsic value of your outstanding vested and unvested options based on the initial public offering prices or advise us otherwise.
Underwriting, page 61
Reserved Shares, page 62 3. In response to comment 9 in our letter dated July 1, 2005, you stated that offers under the directed share program will be made to parties, including employees and directors. Your disclosure, however, does not mention employees and directors. Please revise your disclosure to indicate that employees and directors may purchase shares in the directed share program.
* * * *
As appropriate, please amend your registration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
You may contact David Irving, Staff Accountant, at (202) 551- 3321, or Donna DiSilvio, Staff Accountant, at (202) 551-3202, if you have questions regarding comments on the financial statements and related matters. Please contact Kurt Murao, Attorney Advisor, at
(202) 551-3338, or David Mittelman, Legal Branch Chief, at (202) 551- 3214 with any other questions you may have.
Sincerely,
H. Christopher Owings
Assistant Director
Show Raw Text
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Mail Stop 3561
July 22, 2005
John C. Textor
Chief Executive Officer
Baby Universe, Inc.
5601 NW 9th Avenue, Suite 104
Fort Lauderdale, FL 33309
Re: Baby Universe, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed July 13, 2005
File No. 333-124395
Dear Mr. Textor:
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.
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.
Risk Factors, page 5
We rely exclusively on the sale of baby, toddler and maternity...,
page 8
1. We note your response to comment 4 in our letter dated July 1,
2005, removing your reference to "high-end" in describing the
discretionary products. It is not clear why you have categorized
strollers, car seats and bedding as discretionary purchases for
consumers. Are not car seats required by law for infant travel in
automobiles? Are not strollers and bedding arguably necessary
purchases for consumers in caring for their infants and toddlers?
Please expand your disclosure to clearly explain why these
products
are discretionary.
Management`s Discussion and Analysis of Financial Condition...,
page
24
Critical Accounting Policies, page 25
2. You assert, in your response to comment 5 in our letter dated
July
1, 2005, that all outstanding stock options are vested as of March
31, 2005. From your schedule of outstanding stock options on page
F-
11 in the notes to the consolidated financial statements, it
appears
that 381,724 options were exercisable at March 31, 2005 and
208,492
options were not exercisable. Please revise your disclosure on
page
26 and 33 to show the intrinsic value of your outstanding vested
and
unvested options based on the initial public offering prices or
advise us otherwise.
Underwriting, page 61
Reserved Shares, page 62
3. In response to comment 9 in our letter dated July 1, 2005, you
stated that offers under the directed share program will be made
to
parties, including employees and directors. Your disclosure,
however, does not mention employees and directors. Please revise
your disclosure to indicate that employees and directors may
purchase
shares in the directed share program.
* * * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
You may contact David Irving, Staff Accountant, at (202) 551-
3321, or Donna DiSilvio, Staff Accountant, at (202) 551-3202, if
you
have questions regarding comments on the financial statements and
related matters. Please contact Kurt Murao, Attorney Advisor, at
(202) 551-3338, or David Mittelman, Legal Branch Chief, at (202)
551-
3214 with any other questions you may have.
Sincerely,
H. Christopher Owings
Assistant Director
cc: Bradley D. Houser, Esq.
Akerman Senterfitt
Fax: (305) 374-5095
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John C. Textor
Baby Universe, Inc.
July 22, 2005
Page 1
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