SEC Comment Letter for ENABLE IPC CORP (CIK 0001326068) — Jun 29, 2005
ENABLE IPC CORP (CIK 0001326068)
Date: June 29, 2005 · CIK: 0001326068 · Accession: 0000000000-05-033283
AI Filing Summary & Sentiment
File numbers found in text: 333-125504
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Mail Stop 6010
June 29, 2005
David A. Walker
President
Enable IPC Corporation
25030 Avenue Stanford, Suite 240
Valencia, CA 91355
Re: Enable IPC Corporation
Registration Statement on Form SB-2
File No. 333-125504
Dear Mr. Walker:
We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your documents 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
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not 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.
Form SB-2
General
1. In your response letter, please state our comment and then
explain
each change that has been made in response to a comment. In
addition, you should also reference each page number in which
disclosure has been revised in response to a comment so that we
can
easily place your revised disclosure in its proper context.
2. Please note that where we provide examples to illustrate what
we
mean by our comments, they are examples and not complete lists.
If
our comments are applicable to portions of the filing that we have
not cited as examples, please make the appropriate changes in
accordance with our comments.
3. Please provide us proofs of all graphic, visual or photographic
information you will provide in the printed prospectus prior to
its
use, for example in a preliminary prospectus. Please note we may
have comments regarding this material.
4. Do you intend to update this prospectus to keep it current for
the
benefit of the selling shareholders after the expiration of the
primary offering?
Cover Page
5. Please indicate the price of the common stock you intend to
offer
via the registration statement in the primary offering on the
cover
page. We note you have disclosed a fixed price of $.50 per share.
6. With respect to the shares to be sold by selling shareholders,
please disclose, if true, that the selling shareholders will sell
at
a price of $x.xx (or a range) per share until your shares are
quoted
on the OTC Bulletin Board and thereafter at prevailing market
prices
or privately negotiated prices.
Our Company, page 2
7. Please revise your summary section to also discuss any negative
aspects of your company`s strategy and prospects, including your
losses, lack of operating history, lack of revenues and need to
raise
significant capital to implement your business strategy. In the
alternative, please remove the discussion contained in your third
sentence to your Business section.
Risk Factors, page 4
8. Please reorganize your Risk Factors section into 3 different
sections. The first section should be Risks Related to the
Business,
the second section should be Risks Related to the Industry and the
third should be Risks Related to the Common Stock.
9. We note the statement regarding the "going-concern" opinion
from
your auditors` independence report. Please add a separate risk
factor
discussion that discusses the risks and consequences stemming from
your auditors` "going-concern" opinion.
10. With respect to your primary offering, please consider adding
a
risk factor that new investors will:
* Pay a price per share that substantially exceeds the value of
your
assets after subtracting its liabilities; and
* Contribute ___% of the total amount to fund the company but will
own only ___% of the shares outstanding.
In the alternative, please explain to us why no such risk
factor is necessary.
11. We note from page 13 that you do not plan to pay dividends.
Please consider including a risk factor stating that any profit
from
an investment in your company will need to come from an increase
in
share value. In the alternative, please explain to us why you do
not
believe this risk factor is necessary.
"We are an early stage company, and have a limited operating
history
on which . . . . .," page 4
12. Please revise this risk factor heading and discussion to
provide
that you have no products currently available for commercial sale
and
if true, that you do not expect to have commercial products in the
near future.
13. We note your statement instructing investors to "consider
risks
and uncertainties frequently encountered by early stage companies
in
new and rapidly evolving markets." Please expand your discussion
to
briefly discuss the types of risks and uncertainties frequently
encountered by early stage companies.
"We expect losses for the foreseeable future," page 4
14. Please revise your heading to reflect that you may never
achieve
profitability.
15. You indicate that you plan to invest in additional employees
and
to build your infrastructure to comply with the requirements of
being
a publicly traded company. To the extent possible, please
quantify
the number of additional employees you intend to hire in the next
12
to 18 months. Please also explain what you mean by the language
"build our infrastructure to comply with the requirements of a
being
a publicly traded company." Please also provide similar
disclosure
in your Liquidity and Capital Resources section.
"We need additional capital," page 4
16. Please revise this heading to reflect the consequences to your
business if you do not obtain additional capital.
17. Please also state how long your operations will continue to
run
with your current cash and capital resources. Please provide
similar
disclosure in your Liquidity and Capital Resources section.
18. Please disclose when you intend to raise the identified
capital
funds. You should put your cash needs in a context by stating the
amount of cash you currently have available to you and the average
amount of cash you are using on a monthly basis.
19. Each risk factor should discuss one risk. We note this risk
factor discusses the separate risk that if you issued additional
capital, the dilution consequences of such an issuance; and the
separate risk of debt financing, which may involve unfavorable
financial terms or significant restrictive covenants. Please
revise
this section such that each of these risk factors is presented
separately.
"Establishing our revenues and achieving profitability will depend
on
our ability . . . .," page 5
20. You state that you may be required to seek regulatory
clearance
or approval for new products. Please identify the approvals you
may
need, including the proposed product and the agency giving the
approval. Please provide similar disclosure in your Government
Regulation section of your document.
"Competition for experienced personnel is intense and our
inability
to attract and . . . .," page 5
21. Please identify the "other key employees" you are referring to
as
you indicate in your Employees section that you have one person in
management and administration. Please also revise to clarify the
inconsistent statements in these two sections.
22. Please indicate if you maintain or intend to maintain any
employment agreements or any key life insurance policies.
23. To the extent that you have experienced difficulties
attracting
and retaining key personnel, please revise to discuss these
difficulties. Also, disclose whether any key personnel have plans
to
retire or leave your company in the near future.
"We may be unable to compete effectively with other companies in
our
market . . . .," page 6
24. If you are aware of any specific competition, products in
development or new products that your competitors provide or will
soon provide, disclose these competitive threats and the potential
impact of these products or product introductions on your
business.
"If we are unable to effectively manage our growth, we may
experience
. . . .," page 8
25. Please indicate the approximate timing of when you intend to
"rapidly and significantly" expand your operations, to the extent
possible.
"If we are unable to successfully protect our inventions through
the
issuances . . . .," page 9
26. Please identify any key patents you maintain or have pending
as
well as the expiration dates of such patents. To the extent that
you
have no patents, please so indicate. Please also provide similar
disclosure in the section entitled," Intellectual Property" on
page
27 of the document.
"Acquisitions may disrupt or otherwise have a negative impact on
our
. . . .," page 10
27. Please highlight the company`s lack of/limited experience in
identifying quality acquisition candidates, successfully acquiring
them and integrating them into your current infrastructure.
"Anti-takeover provisions and our right to issue preferred stock
could make . . . .," page 10
28. It appears that the more significant risk to investors is how
these measures may prevent or frustrate attempts to replace or
remove
the current management of the company by shareholders. Revise
this
risk factor heading and accompanying disclosure to disclose more
clearly the possibility of entrenchment of management.
"Our common stock price is likely to be highly volatile; our stock
will be . . . .," page 10
29. We note the disclosure you include in the bullet points of
this
risk factor. It appears each of these factors warrant separate
discussion as risk factors. Please consider adding a risk factor
discussion for each of the items listed in the bullet point
section
of this section. To the extent you do not believe each factor
warrants separate discussion, please supplementally explain to us
why.
"Additional shares held by existing stockholders may be sold into
the
public . . . .," page 11
30. Please revise to include the number of your presently
outstanding
shares, the number that will be freely tradable after the
effectiveness of this registration statement and the number that
will
be subject to Rule 144.
Use of Proceeds, page 12
31. Please disclose more specific information of the proceeds you
plan to use for the categories you list in this section. For
example,
disclose the approximate amount and timing of such expenditures.
In
addition, with regard to working capital, do you plan to acquire
new
products or technologies? Please also indicate what stage in
development of your key products you expect to be after the
expenditure of these proceeds.
32. The use of proceeds discussion is based on the assumption that
you will sell all of the shares offered. Please expand the
discussion to indicate how the use of proceeds may change in the
event only a quarter and half of the shares offered are sold,
respectively.
Management`s Discussion and Analysis, page 15
33. Please address the topics required by Item 303 of Regulation
S-B,
including expected significant infrastructure changes during this
period (e.g. increase/decrease in number of employees and plant
start
up) and a discussion of off-balance sheet arrangements that are
reasonably likely to have a current or future effect on the
Company`s
financial condition, revenues, results of operations, liquidity,
capital expenditures that is material to investors or state that
none
exist.
34. Please include a table of contractual obligations.
35. Please describe the research and development you will perform
for
the next twelve months, as required by Item 303(a)(1)(ii) of
Regulation S-B.
36. Please disclose your future minimum annual royalty payment
obligations under the technology assignment agreement, as required
by
Item 303(b)(1)(i) of Regulation S-B.
Liquidity and capital resources, page 16
37. Please update the discussion concerning the completion date of
your research and development.
Business, page 18
38. You indicate that your initial product will be a thin film
lithium battery developed from licensed technology. Please
indicate
when you expect to initiate commercial sale of this product,
including the present development status of this product. Please
also provide the material terms of this agreement in an
appropriate
area of your Business section.
39. Please expand the discussion to describe the technology you
acquired from Dr. Choi. In this regard, we note the discussion
contained in exhibit 10.1. Please include a discussion of
positive
and negative aspects of the technology.
Industry Information, page 19
40. Please provide us with a copy of the Isidor Buchmann "Battery
University" to support your statement that "LiIon are the `fastest
growing and most promising battery chemistry.` Please also
provide
the journal cited to that supports the statements you make in the
last paragraph on page 19 and the first paragraph on page 20.
Please
ensure that the information you provide us is marked to show where
you derived your statements.
Products, page 22
41. You indicate that you have entered into an assignment for a
patent for a new technology with respect to the LicCoO nanowires.
Is
this patent in addition to the rights obtained from Dr. Choi as
set
forth on page 27 under the heading "Intellectual Property?" If so,
please identify the patent, the expiration date and the entity
that
you received the patent from. Please also file the assignment
agreement as an exhibit and provide the material terms of this
agreement in this section. If not, it appears that you should
revise
the disclosure in this section and throughout the document where
you
make similar disclosure that Dr. Choi only has a patent
application
and not an actual patent. In this regard, please also disclose
the
date the patent application was filed by Dr. Choi.
Additionally, if Dr. Choi`s assignment involves technology
separate from that described as developed by ORNL, please also
clarify how the two technologies relate, how you intend to use
and/or
develop Dr. Choi`s device, and on which one you intend to focus
your
development efforts.
42. In view of your limited experience and operation, tell us the
basis for the statements you make in the last paragraph on page
22.
Marketing and Distribution, page 25
43. Please explain what you mean by "OEM."
Government Regulation, page 27
44. We note that you have not provided any discussion under this
heading. Please advise us.
Employees, page 27
45. You indicate that you utilize outside consultants for your
research and development activities. To the extent you are
dependent
on any one consultant or group of affiliated consultants, please
add
a risk factor discussing the risks and consequences stemming from
your dependence on such consultants. In the alternative, please
explain to us why no such risk factor disclosure is necessary.
Management, page 28
46. Please provide the dates of employment, including place of
employment and title, for the last five years for Dr. Sung Choi.
Certain relationships and related transactions, page 33
47. Please expand the discussion to describe the terms of Dr.
Choi`s
consulting agreement.
Principal Stockholders 33
Selling Stockholders, page 34
48. Please disclose the natural person who has voting and
investment
power over the shares held by Rastiff Business Ventures, Inc.
Selling Stockholders, page 34
49. If any selling shareholders are registered broker-dealers,
please
revise to identify such parties as underwriters. The only
exception
to this position is if the selling shareholder received the shares
as
underwriting compensation.
50. If any of the selling shareholders are affiliates of broker-
dealers, please revise to state that the selling shareholder
received
the shares in the ordinary course of business and has