SEC Comment Letter for IGC Pharma, Inc. (IGC) (CIK 0001326205) (IGC) — Jan 13, 2010
IGC Pharma, Inc. (IGC) (CIK 0001326205)
Date: Jan. 13, 2010 · CIK: 0001326205 · Accession: 0000000000-10-002162
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-163548
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-4631
DIVISION OF CORPORATION FINANCE
January 13, 2010
By facsimile to (202) 828-5393 and U.S. Mail
Mr. Ram Mukunda Chief Executive Officer and President India Globalization Capital, Inc. 4336 Montgomery Avenue Bethesda, MD 20814 Re: India Globalization Capital, Inc. Pre-effective Amendment 1 to Registration Statement on Form S-3 Filed January 8, 2010 File No. 333-163548 Dear Mr. Mukunda: We reviewed the filing and have the comment below. Exhibit 5.1
1. We note the added sentence “This opinion is expressed as of the date hereof, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable law.” Since the opinion must speak as of the registration statement’s effective date, please delete the sentence. Alternatively, file a new opinion immediately before the registration statement’s effectiveness. Closing
As appropriate, please amend your registration statement in response to the comment. You may wish to provide us marked courtesy copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your response to our comment and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after review of your amendment and response to our comment.
Mr. Ram Mukunda January 13, 2010 Page 2 We urge all persons who are responsible for the accuracy and adequacy of the disclosures in the filing to be certain that the filing includes all information required under the Securities Act of 1933 and that they have provided all information that investors require for an informed investment decision. Since the company and its management are in possession of all facts relating to a company’s disclosures, they are responsible for the adequacy and accuracy of the disclosures that they have made. Notwithstanding our comments, when the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter at the time of the request, acknowledging that: • Should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing.
• The action of the Commission or the staff, 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.
• The company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Also, please be advised that the Division of Enforcement has access to all information that you provide to the staff of the Division 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 confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statements. We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date. We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement. Please allow adequate 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 advance of the requested effective date.
Mr. Ram Mukunda January 13, 2010 Page 3 You may direct questions on comments and disclosure issues to Edward M. Kelly, Senior Counsel, at (202) 551-3728 or Craig E. S livka, Special Counsel, at (202) 551-3729. Very truly yours, Pamela A. Long A s s i s t a n t D i r e c t o r cc: Stanley S. Jutkowitz, Esq. Seyfarth Shaw LLP 975 F Street, N.W. Washington, DC 20004
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631
DIVISION OF
CORPORATION FINANCE
January 13, 2010
By facsimile to (202) 828-5393 and U.S. Mail
Mr. Ram Mukunda Chief Executive Officer and President India Globalization Capital, Inc. 4336 Montgomery Avenue Bethesda, MD 20814 Re: India Globalization Capital, Inc. Pre-effective Amendment 1 to Registration Statement on Form S-3 Filed January 8, 2010 File No. 333-163548 Dear Mr. Mukunda:
We reviewed the filing and have the comment below.
Exhibit 5.1
1. We note the added sentence “This opinion is expressed as of the date hereof, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable law.” Since the opinion must speak as of the registration statement’s effective date, please delete the sentence. Alternatively, file a new opinion immediately before the registration statement’s effectiveness.
Closing
As appropriate, please amend your registration statement in response to the comment. You may wish to provide us marked courtesy copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your response to our comment and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after review of your amendment and response to our comment.
Mr. Ram Mukunda
January 13, 2010 Page 2
We urge all persons who are responsible for the accuracy and adequacy of the disclosures in the filing to be certain that the filing includes all information required under the Securities Act of 1933 and that they have provided all information that investors require for an informed investment decision. Since the company and its management are in possession of all facts relating to a company’s disclosures, they are responsible for the adequacy and accuracy of the disclosures that they have made.
Notwithstanding our comments, when the company requests acceleration of the effective
date of the pending registration statement, it should furnish a letter at the time of the request, acknowledging that:
• Should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing.
• The action of the Commission or the staff, 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.
• The company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Also, please be advised that the Division of Enforcement has access to all information that you provide to the staff of the Division 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 confirmation of the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statements. We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement. Please allow adequate 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 advance of the requested effective date.
Mr. Ram Mukunda
January 13, 2010 Page 3
You may direct questions on comments and disclosure issues to Edward M. Kelly, Senior Counsel, at (202) 551-3728 or Craig E. S livka, Special Counsel, at (202) 551-3729.
Very truly yours, Pamela A. Long A s s i s t a n t D i r e c t o r cc: Stanley S. Jutkowitz, Esq. Seyfarth Shaw LLP 975 F Street, N.W. Washington, DC 20004