SEC Company Response from Paramount Acquisition Corp (CIK 0001330487) — Oct 11, 2005
Paramount Acquisition Corp (CIK 0001330487)
Date: Oct. 11, 2005 · CIK: 0001330487 · Accession: 0000950136-05-006382
AI Filing Summary & Sentiment
File numbers found in text: 333-127149
Referenced dates: October 4, 2005
Letter
October 11, 2005 VIA EDGAR AND FEDERAL EXPRESS ----------------------------- Mr. John Reynolds Assistant Director Office of Emerging Growth Companies Mail Stop 3561 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549
Re: Paramount Acquisition Corp. Registration Statement on Form S-1 File No. 333-127149 Amendment Filed: September 8, 2005 (the "Registration Statement") -----------------------------------------------------------------
Dear Mr. Reynolds:
On behalf of Paramount Acquisition Corp. (the "Company"), we respond as follows to the Staff's comment letter, dated October 4, 2005, relating to the above-captioned Registration Statement. Please note that for the Staff's convenience, we have recited each of the Staff's comments and provided the Company's response to each comment immediately thereafter.
GENERAL -------
1. WE NOTE YOUR RESPONSE TO OUR PRIOR COMMENT 1. PLEASE ADVISE US ABOUT ANY RESEARCH, ANALYSIS, EVALUATIONS, OR DISCUSSIONS THAT SERVE AS THE FOUNDATION FOR, OR RELATE IN ANY WAY, TO THE FOLLOWING STATEMENT IN THE SECOND PARAGRAPH OF YOUR SUPPLEMENTAL RESPONSE: "[I]N ADDITION, THE VALUATION OF THE OFFERING IS BASED ON MANAGEMENT'S REVIEW AND ASSESSMENT OF HISTORICAL SALES AND FUNDING PRICES FOR PRIVATE COMPANIES IN VARIOUS SUB-SECTORS OF THE HEALTH CARE UNIVERSE FOR WHICH DATA IS AVAILABLE, INCLUDING MEDICAL TECHNOLOGY, BIOTECHNOLOGY AND HEALTH CARE SERVICES." WE MAY HAVE FURTHER COMMENT.
As stated in our letter, dated September 21, 2005, the valuation of the offering was based, in part, on management's review and assessment of historical sales and funding prices for private companies in various sub-sectors of the health care universe for which data is available,
Mr. John Reynolds October 11, 2005 Page 2
including medical technology, biotechnology and health care services. As also stated in our September 21, 2005 letter, to this end, management sought to identify the enterprise value established for a variety of then-private health care companies that filed to do initial public offerings in the approximately eighteen-month period preceding the Company's offering. These companies were: AtriCure Inc., CryoCor Inc., Micrus Endovascular Corp., DexCom, Inc., Symmetry Medical, Inc., CABG Medical, Inc., Nephros, Inc., NEUROMetrix, Inc., Xenogen, Inc., AngioDynamics, Inc., Cutera, Inc., Advanced Life Sciences Holdings Inc., Gentium SPA, Cotherix, Inc., New River Pharmaceuticals, Auxilium Pharmaceuticals, Inc., Momenta Pharmaceuticals, Inc., Metabasis Therapeutics, Inc., Inhibitex, Inc., Acadia Pharmaceuticals, Tercica, Inc., Xcyte Therapies. Management's review and analysis of these companies, and its internal discussions regarding them, constituted the entirety of the research, analysis, evaluations and discussions conducted by the Company's management concerning the historical sales and funding prices for private companies in various sub-sectors of the health care universe for which data is available.
2. THE DIVISION OF MARKET REGULATION HAS ADVISED US THAT THE WARRANT REPURCHASE ARRANGEMENT CONSTITUTES A BID OR INDUCEMENT DURING THE RESTRICTED PERIOD AND IS THEREFORE IN VIOLATION OF REGULATION M. PLEASE DIRECT ALL INQUIRIES REGARDING THIS MATTER TO THE DIVISION OF MARKET REGULATION'S TRADING PRACTICES GROUP AT 202-551-5720.
In response to conversations with Ms. Elizabeth Sandoe of the Division of Market Regulation's Trading Practices Group, we have submitted a No-Action Letter to the Division of Market Regulation on behalf of the Company's directors. In such letter, we have proposed to revise the disclosure in the Registration Statement, where applicable, to indicate that in no event will EarlyBirdCapital, Inc. allow separate trading of the common stock and warrants included in the Company's units to commence until (i) the Company files an audited balance sheet reflecting the Company's receipt of the gross proceeds of the offering and (ii) at least 60 days have passed since the distribution of the units in this offering has been completed. We will file an amendment to the Registration Statement reflecting these changes once they have been approved by the Division of Market Regulation.
3. ADD DISCLOSURE ADDRESSING THE TERMINATION OF THE DISTRIBUTION OF THE COMPANY'S SECURITIES IN THIS OFFERING. PLEASE DO NOT LIMIT YOUR DISCLOSURE TO AN INDICATION THAT THE DISTRIBUTION ENDS AT THE CLOSING OF THE INITIAL PUBLIC OFFERING.
We will revise the disclosure in the Registration Statement, where applicable, upon approval of the No-Action Letter referred to in response to Comment 2 above, to indicate that the distribution of the Company's securities in this offering will be completed once all the units have been sold, all stabilizing transactions have been completed and all penalty bids have either been reclaimed or withdrawn (which such information has been included in the No-Action Letter submitted to the Division of Market Regulation).
Mr. John Reynolds October 11, 2005 Page 3
If you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.
Very truly yours,
/s/ Jeffrey M. Gallant
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GRAUBARD MILLER
THE CHRYSLER BUILDING
405 LEXINGTON AVENUE
NEW YORK, NEW YORK 10174
FACSIMILE: DIRECT DIAL:
(212) 818-8881 (212) 818-8638
October 11, 2005
VIA EDGAR AND FEDERAL EXPRESS
-----------------------------
Mr. John Reynolds
Assistant Director
Office of Emerging Growth Companies
Mail Stop 3561
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: Paramount Acquisition Corp.
Registration Statement on Form S-1
File No. 333-127149
Amendment Filed: September 8, 2005 (the "Registration Statement")
-----------------------------------------------------------------
Dear Mr. Reynolds:
On behalf of Paramount Acquisition Corp. (the "Company"), we respond as
follows to the Staff's comment letter, dated October 4, 2005, relating to the
above-captioned Registration Statement. Please note that for the Staff's
convenience, we have recited each of the Staff's comments and provided the
Company's response to each comment immediately thereafter.
GENERAL
-------
1. WE NOTE YOUR RESPONSE TO OUR PRIOR COMMENT 1. PLEASE ADVISE US ABOUT
ANY RESEARCH, ANALYSIS, EVALUATIONS, OR DISCUSSIONS THAT SERVE AS THE
FOUNDATION FOR, OR RELATE IN ANY WAY, TO THE FOLLOWING STATEMENT IN THE
SECOND PARAGRAPH OF YOUR SUPPLEMENTAL RESPONSE: "[I]N ADDITION, THE
VALUATION OF THE OFFERING IS BASED ON MANAGEMENT'S REVIEW AND
ASSESSMENT OF HISTORICAL SALES AND FUNDING PRICES FOR PRIVATE COMPANIES
IN VARIOUS SUB-SECTORS OF THE HEALTH CARE UNIVERSE FOR WHICH DATA IS
AVAILABLE, INCLUDING MEDICAL TECHNOLOGY, BIOTECHNOLOGY AND HEALTH CARE
SERVICES." WE MAY HAVE FURTHER COMMENT.
As stated in our letter, dated September 21, 2005, the valuation of the
offering was based, in part, on management's review and assessment of historical
sales and funding prices for private companies in various sub-sectors of the
health care universe for which data is available,
Mr. John Reynolds
October 11, 2005
Page 2
including medical technology, biotechnology and health care services. As also
stated in our September 21, 2005 letter, to this end, management sought to
identify the enterprise value established for a variety of then-private health
care companies that filed to do initial public offerings in the approximately
eighteen-month period preceding the Company's offering. These companies were:
AtriCure Inc., CryoCor Inc., Micrus Endovascular Corp., DexCom, Inc., Symmetry
Medical, Inc., CABG Medical, Inc., Nephros, Inc., NEUROMetrix, Inc., Xenogen,
Inc., AngioDynamics, Inc., Cutera, Inc., Advanced Life Sciences Holdings Inc.,
Gentium SPA, Cotherix, Inc., New River Pharmaceuticals, Auxilium
Pharmaceuticals, Inc., Momenta Pharmaceuticals, Inc., Metabasis Therapeutics,
Inc., Inhibitex, Inc., Acadia Pharmaceuticals, Tercica, Inc., Xcyte Therapies.
Management's review and analysis of these companies, and its internal
discussions regarding them, constituted the entirety of the research, analysis,
evaluations and discussions conducted by the Company's management concerning the
historical sales and funding prices for private companies in various sub-sectors
of the health care universe for which data is available.
2. THE DIVISION OF MARKET REGULATION HAS ADVISED US THAT THE WARRANT
REPURCHASE ARRANGEMENT CONSTITUTES A BID OR INDUCEMENT DURING THE
RESTRICTED PERIOD AND IS THEREFORE IN VIOLATION OF REGULATION M. PLEASE
DIRECT ALL INQUIRIES REGARDING THIS MATTER TO THE DIVISION OF MARKET
REGULATION'S TRADING PRACTICES GROUP AT 202-551-5720.
In response to conversations with Ms. Elizabeth Sandoe of the Division
of Market Regulation's Trading Practices Group, we have submitted a No-Action
Letter to the Division of Market Regulation on behalf of the Company's
directors. In such letter, we have proposed to revise the disclosure in the
Registration Statement, where applicable, to indicate that in no event will
EarlyBirdCapital, Inc. allow separate trading of the common stock and warrants
included in the Company's units to commence until (i) the Company files an
audited balance sheet reflecting the Company's receipt of the gross proceeds of
the offering and (ii) at least 60 days have passed since the distribution of the
units in this offering has been completed. We will file an amendment to the
Registration Statement reflecting these changes once they have been approved by
the Division of Market Regulation.
3. ADD DISCLOSURE ADDRESSING THE TERMINATION OF THE DISTRIBUTION OF THE
COMPANY'S SECURITIES IN THIS OFFERING. PLEASE DO NOT LIMIT YOUR
DISCLOSURE TO AN INDICATION THAT THE DISTRIBUTION ENDS AT THE CLOSING
OF THE INITIAL PUBLIC OFFERING.
We will revise the disclosure in the Registration Statement, where
applicable, upon approval of the No-Action Letter referred to in response to
Comment 2 above, to indicate that the distribution of the Company's securities
in this offering will be completed once all the units have been sold, all
stabilizing transactions have been completed and all penalty bids have either
been reclaimed or withdrawn (which such information has been included in the
No-Action Letter submitted to the Division of Market Regulation).
Mr. John Reynolds
October 11, 2005
Page 3
If you have any questions, please do not hesitate to contact me at the
above telephone and facsimile numbers.
Very truly yours,
/s/ Jeffrey M. Gallant
Jeffrey M. Gallant
cc: Lindsay A. Rosenwald, M.D.
J. Jay Lobell
David M. Nussbaum
Steven Levine
Robert Cohen, Esq.