SEC Company Response from Boulder Specialty Brands, Inc. (CIK 0001331301) — Dec 15, 2005
Boulder Specialty Brands, Inc. (CIK 0001331301)
Date: Dec. 15, 2005 · CIK: 0001331301 · Accession: 0001193125-05-243202
AI Filing Summary & Sentiment
File numbers found in text: 333-126364
Letter
VIA EDGAR Office of Emerging Growth Companies RE: Boulder Specialty Brands, Inc. Registration Statement on Form S-1 (the “Registration Statement”) File No. 333-126364 Filed July 1, 2005
Dear Mr. Dang:
On behalf of Boulder Specialty Brands, Inc., a Delaware corporation (“the Company”), we confirm that the definitive prospectus to be filed with the Commission pursuant to Rule 424(b) will address the following two additional points:
1. Additional disclosure will be added on page 10 under “Conversion rights for stockholders voting to reject our initial business combination” and on page 56 under “Conversion rights” to clearly state that because converting stockholders will receive their proportionate share of deferred underwriting compensation and the underwriters will be paid the full amount of the deferred underwriting compensation at the time of closing of the initial business combination, the Company’s non-converting stockholders will bear the financial effect of such payments to both the converting stockholders and the underwriters, the net effect of which could reduce the amount distributed to the Company from the trust account by up to approximately $800,000 (assuming conversion of the maximum of 19.9% of the eligible shares).
2. The Company confirms, and the definitive prospectus will state on pages 11, 86 and 92, that if the price of the Company’s common stock never reaches the $11.50 threshold for the required number of days, the second increment of escrowed common stock owned by the initial stockholders will remain in escrow until a qualifying release event takes place, as defined in the Escrow Agreement (a merger under which all stockholders receive cash, securities or other property) or the Company ceases operations.
Duc Dang, Esq.
U.S. Securities and Exchange Commission
December 15, 2005
Page 2
Very Truly Yours,
/s/ Robert W. Walter
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CORRESP
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filename1.htm
SEC Letter
Robert W. Walter, Esq.
Phone (303) 667-7193
Rww200@comcast.net
December 15, 2005
VIA EDGAR
Duc Dang, Esq.
Mail Stop 3561
Office of Emerging Growth Companies
U. S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
RE:
Boulder Specialty Brands, Inc.
Registration
Statement on Form S-1 (the “Registration Statement”)
File No. 333-126364
Filed July 1, 2005
Dear Mr. Dang:
On behalf of Boulder Specialty Brands, Inc., a Delaware corporation (“the Company”), we confirm that the definitive prospectus to be filed with the Commission
pursuant to Rule 424(b) will address the following two additional points:
1. Additional disclosure will be added on page 10 under “Conversion rights for stockholders voting to reject our initial business combination” and on page 56 under “Conversion
rights” to clearly state that because converting stockholders will receive their proportionate share of deferred underwriting compensation and the underwriters will be paid the full amount of the deferred underwriting compensation at the time
of closing of the initial business combination, the Company’s non-converting stockholders will bear the financial effect of such payments to both the converting stockholders and the underwriters, the net effect of which could reduce the amount
distributed to the Company from the trust account by up to approximately $800,000 (assuming conversion of the maximum of 19.9% of the eligible shares).
2. The Company confirms, and the definitive prospectus will state on pages 11, 86 and 92, that if the price of the
Company’s common stock never reaches the $11.50 threshold for the required number of days, the second increment of escrowed common stock owned by the initial stockholders will remain in escrow until a qualifying release event takes place, as
defined in the Escrow Agreement (a merger under which all stockholders receive cash, securities or other property) or the Company ceases operations.
Duc Dang, Esq.
U.S.
Securities and Exchange Commission
December 15, 2005
Page 2
Very Truly Yours,
/s/ Robert W. Walter
Robert W. Walter
cc: Boulder Specialty Brands, Inc.
RWW
Robert W. Walter, Esq., 9660 East Prentice Circle, Greenwood Village, Colorado
80111