SEC Comment Letter for Boulder Specialty Brands, Inc. (CIK 0001331301) — Dec 20, 2005
Boulder Specialty Brands, Inc. (CIK 0001331301)
Date: Dec. 20, 2005 · CIK: 0001331301 · Accession: 0000000000-05-063130
AI Filing Summary & Sentiment
File numbers found in text: 333-126364
Referenced dates: September 27, 2005
Letter
MAIL STOP 3561 December 7, 2005 Stephen Hughes, Chief Executive Officer Boulder Specialty Brands, Inc. 6106 Sunrise Ranch Drive Longmont, CO 80503
Re: Boulder Specialty Brands, Inc. Amendment No. 4 to Registration Statement on Form S-1 Filed December 7, 2005 File No. 333-126364
Dear Mr. Hughes,
We have reviewed your 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 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.
General
1. It appears as though you may have in place a directed offering as it relates to the offering of the warrants to the initial stockholders. If that is not the case, please advise. Otherwise, describe the mechanics of how and when these shares were or will be offered and sold to investors in the directed share program for this offering. For example, tell us how the prospective recipients and number of reserved securities is determined and how the prospective recipients of the reserved securities will indicate their interest in purchasing the securities. Further tell us how and when the company and underwriter notified or will notify the directed share investors, including the types of communications used. Will any electronic communications or procedures be used by the underwriter or the company, such as e-mail? Discuss the procedures these investors must follow in order to purchase the offered securities, including how and when any communications are sent or received or funds are received by the underwriters or you. How do the procedures for the directed share program differ from the procedures for the general offering to the public? When do the purchasers become committed to purchase their shares? Provide us with copies of all written communications with prospective purchasers about the directed offering.
2. We note in numerous places throughout the prospectus that the language describing the value of the entity or entities that the company will seek to acquire has been changed from an entity or entities having a fair market value equal to at least "80% of our net assets" to the phrase "80% of the balance in the trust account." Please clarify the purpose and effect of such a change. We may have further comment.
3. We note your response to comment two of our letter our letter dated September 27, 2005. We reissue the comment. In your analysis, please focus on how you "reasonably determine that public disclosure of such information would jeopardize the acquisition."
Prospectus Cover Page
4. It would appear that the table and accompanying footnotes on this page require revision to clarify the actual economic impact of the underwriters` compensation arrangement. In the table, revise to disclose the full underwriting discount, as the deferred amount will not go towards the company or its efforts to acquire an operating business. Instead, in the footnote clarify that, of the amount disclosed, a portion is deferred and quantify that portion. Please revise the third column of the table to quantify the actual proceeds that will belong to the company for its use.
5. Please revise, where applicable, to clarify when determining the 80 percent minimum requirement of a target business if the deferred underwriters` compensation is included.
Prospectus Summary, page 1
6. The marked copy of amendment number two provided by you is not accurate. For instance, on pages 4 and 32 there are changes regarding the direct warrant sale to your insiders that are not marked. Please ensure that any future marked copies will be accurate.
Use of Proceeds, page 32
7. Please revise the table to disclose the underwriting compensation, including the deferred amount.
8. We note you have revised to include only one line item for due diligence. We also note that the due diligence line accounts for reimbursements made to officers and directors for their related out- of-pocket expenses. Please revise to reconcile with your disclosure in the third paragraph on page 33 which states that you "believe excess working capital will be sufficient to cover the foregoing expenses and reimbursement costs."
9. We are not able to locate your response to comment six. In the previous amendment, your notes to the financial statements indicated that there would be a one percent advisory fee payable to the underwriters if you were able to consummate a business transaction. Please advise if this no longer applies as such disclosure has been removed from this amendment.
10. On page 49, we note the reference to the materials you provided us pursuant to a confidentiality request. Please be aware that your request was not made in accordance with the Division`s Staff Legal Bulletin No. 1. As such, you disclosure of the materials and the reasoning behind their nondisclosure is not accurate. Please revise accordingly.
Principal Stockholders, page 73
11. Your response to comment 13 states that because investors in this offering are "on notice" of the possibility of the further dilution, that actual notification of the further dilution is not necessary before investors decide to purchase the shares. It appears your implication is that warning of a risk removes your duty to report a risk that has materialized. If that is your implication, please advise and discuss how that is consistent with the policy of full disclosure.
12. On page 74, we note that Mr. O`Brien is no longer listed as a promoter or founder. Please advise how that is the case since the designation of a promoter would attach due to his activities during your formation.
Part II
Exhibits
13. We note your response to comment 18. We note that if there is a default of greater than 10 percent that the underwriters would reduce the size of the offering. Please advise how this is a firm commitment underwriting. In your discussion, discuss the steps that will be taken in deciding to continue with the offering after the registration statement has gone effective if there is a default over 10 percent.
Closing Comments
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 supplemental 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.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an informed decision. Since the company and its management are in possession of all facts relating to a company`s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
We will consider a written request for acceleration of the effective date of the registration statement as a 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 statement. 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.
You may contact Carlton Tartar (202) 551-3387 if you have questions regarding comments on the financial statements and related matters. Questions on other disclosure issues may be directed to Duc Dang at (202) 551-3386.
Sincerely,
John Reynolds
Assistant Director
Show Raw Text
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
MAIL STOP 3561
December 7, 2005
Stephen Hughes, Chief Executive Officer
Boulder Specialty Brands, Inc.
6106 Sunrise Ranch Drive
Longmont, CO 80503
Re: Boulder Specialty Brands, Inc.
Amendment No. 4 to Registration Statement on
Form S-1
Filed December 7, 2005
File No. 333-126364
Dear Mr. Hughes,
We have reviewed your 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
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.
General
1. It appears as though you may have in place a directed offering
as
it relates to the offering of the warrants to the initial
stockholders. If that is not the case, please advise. Otherwise,
describe the mechanics of how and when these shares were or will
be
offered and sold to investors in the directed share program for
this
offering. For example, tell us how the prospective recipients and
number of reserved securities is determined and how the
prospective
recipients of the reserved securities will indicate their interest
in
purchasing the securities. Further tell us how and when the
company
and underwriter notified or will notify the directed share
investors,
including the types of communications used. Will any electronic
communications or procedures be used by the underwriter or the
company, such as e-mail? Discuss the procedures these investors
must
follow in order to purchase the offered securities, including how
and
when any communications are sent or received or funds are received
by
the underwriters or you. How do the procedures for the directed
share program differ from the procedures for the general offering
to
the public? When do the purchasers become committed to purchase
their shares? Provide us with copies of all written
communications
with prospective purchasers about the directed offering.
2. We note in numerous places throughout the prospectus that the
language describing the value of the entity or entities that the
company will seek to acquire has been changed from an entity or
entities having a fair market value equal to at least "80% of our
net
assets" to the phrase "80% of the balance in the trust account."
Please clarify the purpose and effect of such a change. We may
have
further comment.
3. We note your response to comment two of our letter our letter
dated September 27, 2005. We reissue the comment. In your
analysis,
please focus on how you "reasonably determine that public
disclosure
of such information would jeopardize the acquisition."
Prospectus Cover Page
4. It would appear that the table and accompanying footnotes on
this
page require revision to clarify the actual economic impact of the
underwriters` compensation arrangement. In the table, revise to
disclose the full underwriting discount, as the deferred amount
will
not go towards the company or its efforts to acquire an operating
business. Instead, in the footnote clarify that, of the amount
disclosed, a portion is deferred and quantify that portion.
Please
revise the third column of the table to quantify the actual
proceeds
that will belong to the company for its use.
5. Please revise, where applicable, to clarify when determining
the
80 percent minimum requirement of a target business if the
deferred
underwriters` compensation is included.
Prospectus Summary, page 1
6. The marked copy of amendment number two provided by you is not
accurate. For instance, on pages 4 and 32 there are changes
regarding the direct warrant sale to your insiders that are not
marked. Please ensure that any future marked copies will be
accurate.
Use of Proceeds, page 32
7. Please revise the table to disclose the underwriting
compensation,
including the deferred amount.
8. We note you have revised to include only one line item for due
diligence. We also note that the due diligence line accounts for
reimbursements made to officers and directors for their related
out-
of-pocket expenses. Please revise to reconcile with your
disclosure
in the third paragraph on page 33 which states that you "believe
excess working capital will be sufficient to cover the foregoing
expenses and reimbursement costs."
9. We are not able to locate your response to comment six. In the
previous amendment, your notes to the financial statements
indicated
that there would be a one percent advisory fee payable to the
underwriters if you were able to consummate a business
transaction.
Please advise if this no longer applies as such disclosure has
been
removed from this amendment.
10. On page 49, we note the reference to the materials you
provided
us pursuant to a confidentiality request. Please be aware that
your
request was not made in accordance with the Division`s Staff Legal
Bulletin No. 1. As such, you disclosure of the materials and the
reasoning behind their nondisclosure is not accurate. Please
revise
accordingly.
Principal Stockholders, page 73
11. Your response to comment 13 states that because investors in
this
offering are "on notice" of the possibility of the further
dilution,
that actual notification of the further dilution is not necessary
before investors decide to purchase the shares. It appears your
implication is that warning of a risk removes your duty to report
a
risk that has materialized. If that is your implication, please
advise and discuss how that is consistent with the policy of full
disclosure.
12. On page 74, we note that Mr. O`Brien is no longer listed as a
promoter or founder. Please advise how that is the case since the
designation of a promoter would attach due to his activities
during
your formation.
Part II
Exhibits
13. We note your response to comment 18. We note that if there is
a
default of greater than 10 percent that the underwriters would
reduce
the size of the offering. Please advise how this is a firm
commitment underwriting. In your discussion, discuss the steps
that
will be taken in deciding to continue with the offering after the
registration statement has gone effective if there is a default
over
10 percent.
Closing Comments
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 supplemental 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.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
We will consider a written request for acceleration of the
effective date of the registration statement as a 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 statement.
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.
You may contact Carlton Tartar (202) 551-3387 if you have
questions regarding comments on the financial statements and
related
matters. Questions on other disclosure issues may be directed to
Duc
Dang at (202) 551-3386.
Sincerely,
John Reynolds
Assistant Director
??
??
??
??
Stephen Hughes, Chief Executive Officer
Boulder Specialty Brands, Inc.
December 7, 2005
Page 1
</TEXT>
</DOCUMENT>