SEC Company Response from ENABLE IPC CORP (CIK 0001326068) — Sep 30, 2005
ENABLE IPC CORP (CIK 0001326068)
Date: Sept. 30, 2005 · CIK: 0001326068 · Accession: 0001091818-05-000326
AI Filing Summary & Sentiment
File numbers found in text: 333-125504
Referenced dates: June 29, 2005
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[LETTERHEAD]
SILICON VALLEY LAW GROUP
September 30, 2005
VIA FEDERAL EXPRESS; FILED VIA EDGAR - CORRESPONDENCE
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Attn: Song P. Brandon, Esq.
Division of Corporate Finance
Mail Stop 6010
Re: Enable IPC Corporation
Registration Statement on Form SB-2
File No. 333-125504
Dear Ms. Brandon:
On behalf of Enable IPC Corporation, a Delaware corporation (the "Company"), we
have been authorized to present the following responses to that certain letter
from the Staff dated June 29, 2005 (the "Comment Letter"), relating to the
Company's Registration Statement on Form SB-2 (File No. 333-125504) (the
"Registration Statement").
Concurrently herewith, the Company is filing with the Commission Amendment No. 1
to the Registration Statement ("Amendment No. 1"), which also responds to the
Comment Letter.
The Staff's comments have been set forth below in italics, and the following
paragraphs have been numbered to correspond to the numeration of the Comment
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.
We have formulated the following response in accordance with your
requests.
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.
Your comment is acknowledged; we have made corresponding changes in
Amendment No. 1 where applicable.
<page>1
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.
We have provided copies of the graphic and visual material with the copy
of this letter sent via Federal Express.
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?
Yes, the Company intends to update the prospectus as required in order
to keep it current for the benefit of the selling stockholders 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.
Pursuant to your request, we have added to the first paragraph of the
cover page of the prospectus a statement that the Company is offering
5,000,000 shares of common stock at a 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.
Pursuant to your request, we have added to the first paragraph of the
cover page of the prospectus a statement that the selling stockholders
are offering 6,504,687 shares of common stock (we are seeking to
register an additional 2,642,000 shares) at a price of $.50 per share
until the Company's common stock is quoted on the OTC Bulletin Board,
and thereafter at prevailing market prices or privately negotiated
prices.
Our Company, page 2
<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.
Based on the context of your request, we believe that you intended to
reference the third sentence of the first paragraph of the section of
the prospectus entitled "Prospectus Summary - Our Company," and have
accordingly deleted that sentence.
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.
Pursuant to your request, we have reorganized the "Risk Factors" section
into the three suggested sections and have moved the individual risk
factors accordingly. Please see pages 5, 11 and 12 of the
prospectus.
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.
Pursuant to your request, we have added a risk factor addressing the
Company's "going concern" opinion. Please see page 2 of the
prospectus.
10. With respect to your primary offering, please consider adding a risk factor
that new investors will:
o Pay a price per share that substantially exceeds the value of your
assets after subtracting its liabilities; and
o 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.
<page>3
Pursuant to your request, we have added two new risk factors; the first
regarding the price per share paid by investors and the second regarding
the dilution to be experienced by new investors. Please see pages 12
and 13 of the prospectus.
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.
Pursuant to your request, we have added a risk factor regarding our
plans regarding the payment of dividends. Please see page 12 of the
prospectus.
"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.
Pursuant to your request, we have modified the risk factor heading and
discussion. Please see page 5 of the prospectus.
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.
Pursuant to your request, we have modified this risk factor to briefly
discuss these types of risks and uncertainties. Please see page 5 of
the prospectus.
"We expect losses for the foreseeable future." page 4
14. Please revise your heading to reflect that you may never achieve
profitability.
Pursuant to your request, we have revised the title of this risk factor
to read "We expect losses for the foreseeable future and may never
achieve profitability." See page 6 of the prospectus.
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 being a publicly traded company." Please also provide similar
disclosure in your Liquidity and Capital Resources section.
<page>4
Pursuant to your request, we have revised this risk factor to include
the number of employees we intend to hire in the next 12 to 18 months,
and have also explained the quoted language. Similar disclosure has
been added to the "Management's Discussion and Analysis or Plan of
Operation - Liquidity and Capital Resources" section of the prospectus.
Please see pages 6 and 25 of the prospectus.
"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.
Pursuant to your request, we have revised the heading of this risk
factor to read "If we do not raise additional capital, we may have to
curtail or even cease operations." Please see page 6 of the
prospectus.
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.
Pursuant to your request, we have added this discussion to the specified
sections of the prospectus. Please see pages 6 and 25 of the
prospectus.
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.
Pursuant to your request, we have added this discussion to the specified
sections of the prospectus. Please see pages 6 and 25 of the
prospectus.
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.
Pursuant to your request, we have separated this risk factor into three
separate risk factors - one covering the need to raise additional
capital, the second discussing the dilution that may result from the
issuance of additional securities, and the third relating to the risks
of debt financing. Please see pages 6 and 7 of the prospectus.
"Establishing our revenues and achieving profitability will depend on our
ability. . . ." page 5
<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.
We have been informed by the Company that it is currently unaware of any
specific regulatory clearance or approval that may be required for its
products. In the event that the Company pursued alternative battery
chemistries (which it currently has no intention to do), it could be subject
to state hazardous chemical disposal requirements. We have modified the
above-referenced risk factor accordingly, and have added a similar discussion
in the "Government Regulation" portion of the "Business" section of the
prospectus. See pages 7 and 38 of the prospectus.
"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.
We have been informed by the Company that the above-referenced phrase is
in error, and it has been deleted from this risk factor. Please see
page 8 of the prospectus.
22.Please indicate if you maintain or intend to maintain any employment
agreements or any key life insurance policies.
The Company currently has an employment agreement with David A. Walker,
its Chief Executive Officer, and a consulting agreement with Mark A.
Daugherty, Ph.D., its Chief Technology Officer. We have modified this
risk factor to disclose the existence of these agreements. The Company
currently does not maintain key person life insurance policies, and has
also revised this risk factor to so indicate. Please see page 8 of the
prospectus.
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.
As the Company has only recently commenced operations and only has one
employee, it has not yet had the opportunity to experience any difficulty
in attracting or retaining key personnel. We have been informed by the
Company that it is unaware of any plans by key employees to retire or
leave in the near future. Both Mr. Walker and Dr. Daugherty have
indicated that they currently anticipate renewing their respective
employment and consulting agreements when they expire in March 2006.
<page>6
"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.
Pursuant to your request, we have modified this risk factor to provide
additional disclosure regarding our competitors. See pages 8 and 9 of
the prospectus.
"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.
The Company has informed us that it intends to expand its operations
significantly after it has raised the $2.5 million contemplated by the
prospectus. We have added this information to the risk factor.
See page 9 of the prospectus.
"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.
The Company currently has one patent pending and no issued patents.
Disclosures to that effect have been added to the referenced risk factor
and to the section entitled "Business - Intellectual Property." Please
see pages 10 and 38 of the prospectus.
"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.
Pursuant to your request, we have modified this risk factor to indicate
the Company's lack of experience in identifying quality acquisition
candidates, successfully acquiring them and integrating them into its
current infrastructure. Please see page 11 of the prospectus.
"Anti-takeover provisions and our right to issue preferred stock could make. . .
." page 10
<page>7
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 shar