SEC Comment Letter for AYTU BIOPHARMA, INC (AYTU) (CIK 0001385818) (AYTU) — Feb 13, 2007
AYTU BIOPHARMA, INC (AYTU) (CIK 0001385818)
Date: Feb. 13, 2007 · CIK: 0001385818 · Accession: 0000000000-07-007765
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-139933
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 3720 February 6, 2007 James B. Wiegand President Rosewind Corporation 16200 WCR 18E Loveland, CO 80537
Re: Rosewind Corporation F o r m S B - 2 Filed July 5, 2005 File No. 333-139933
Dear Mr. Wiegand:
We have primarily limited our reviewed of your filing to the structur e of your offering 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 unnecessar y. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may 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 ove rall disclosure in your filing. We look forward to working with you in these re spects. We welcome any questions you may have about our comments or any other aspect of our re view. Feel free to call us at the telephone numbers listed at the end of this letter.
General 1. We note that you are registering all of the company’s currently outstanding shares for resale. We further note that affiliates ar e selling over 60% of the company’s currently outstanding shares. As a result, it appears th at this offering is a primary offering by the company, rather than a secondary offering of shares for resale. Revise the registration statement to fix the offering price of the shares being sold by the selling shareholders for the duration of the offering (because the company is not permitted to conduct an “at the market
James B. Wiegand Rosewind Corporation February 6, 2007 Page 2 of 5 offering” under Rule 415) and identify all th e selling shareholders as underwriters (as opposed to them “may” being consid ered underwriters – page 11). 2. We note Mr. Wiegand’s past business experience has been primarily with blank check and development stage companies. Based upon th e limited detail of the company’s business plan, it appears that the comp any is a blank check company. Revise the offering to comply with the requirements of Rule 419 of Regulati on C. In the alternative, provide a detailed analysis in your response letter why this offering should not be governed by Rule 419 and substantially revise you r disclosure to discuss company’s business plan with a detailed analysis of how the company plans on genera ting revenues and paying its expenses over the next 12 months. Risk Factors, page 5 3. Add risk factors highligh ting the illiquid nature of an investment in the company; the lack of revenues to date; the added costs involve d with becoming a reporting company; and the potential for conflicts of inte rest involving only one direct or/officer managing the company.
Plan of Distribution, page 10
Current Market for our Shares, page 10 4. Your disclosure incorrectly implies that the company file s a Form 15c211 to have its securities “listed” on the OTC Bulletin Board. Please correct to indicate that a market maker must file the Form 15c211 and whether the company has had any discussions with a market maker to do so. In addition, clarify that securities are approved for quotation, not listed, on the OTC Bulletin Board. 5. Clarify that your company’s shares “will” (as opposed to “may”) be considered a penny stock. 6. On page 11, you indicate that shares in th is offering will be sold “primarily” by Mr. Wiegand. With Rule 3(a)4-1 in mind, explain who else is permitted to sell the company’s shares in this offering. 7. Explain how Mr. Wiegand will determine whether to sell the company’s shares or his own in this offering. Offering Period and Expi ration Date, page 11 8. Remove the reference to the SEC determini ng the effective date of the prospectus.
James B. Wiegand Rosewind Corporation February 6, 2007 Page 3 of 5 Directors, Executive Officers, Promoters and Control Persons, page 14
Business Experience, page 14 9. Disclose the past business expe rience of Mr. Michael Wiegand, particularly whether he has any past experience in the company’s line of business.
Organization within the la st five years, page 16 10. Disclose the dollar value attributed to each of the transactions and e xplain how the value of the consideration for the services or assets was determined. Description of Business, page 17
Our Facilities, page 18 11. Describe your ship (size, age, etc.). Consider including a picture of the vessel.
Management’s Discussion and Analysis or Plan of Operation, page 19 12. Assuming the company is not a blank check company, expand your discussion to provide a reasonably detailed business plan for your operati ons including, • A timeline for your expected operations and potential for growth beyond training only two students at a time; • A detailed discussion of your expected ma rketing costs, upgrade costs, operational costs (salaries, overhead, etc) and public company costs; and • A discussion of your expected cash flows.
Exhibits
13. Please file all missing exhibits as soon as possible for our review and possible further comment. 14. Tell us whether any of your transactions to date involved written contracts. For example, if the purchase of your boat involved an agreement, it should be filed as a material contract.
Undertakings
15. The Rule 415 undertaking that you have incl uded is not the correct wording of the undertaking required by Item 512(a) of Regulation S-B. Please revise.
James B. Wiegand Rosewind Corporation February 6, 2007 Page 4 of 5 Signatures 16. The registration statement must be signed by your controller or principal accounting officer. If Mr. Wiegand is signing in that capacity too, please reflect this in your amended filing or include the person who is si gning in that capacity. * * * *
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 exped ite our review. Please furnish a cover letter with your amendment that ke ys your responses to ou r comments and provides any requested information. Detailed cover letters greatly facilitate our re view. 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 filing to be certain that the filing includes al l information required under the Securities Act of 1933 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possession of a ll facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
should the Commission or the staff, acting pursua nt 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 re lieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or a ny person under the federal securities laws of the United States.
In addition, please be advised that the Division of Enforcemen t has access to all information you provide to the staff of the Di vision 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 f act that those requesting accelera tion 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 offeri ng of the securities sp ecified in the above registration statement.
James B. Wiegand Rosewind Corporation February 6, 2007 Page 5 of 5 We will act on the request and, pursuant to delegate d authority, grant acceleration of the effective date. We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement. Please a llow adequate time after the fili ng 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 William Bennett, Attorney-A dviser, at (202) 551-3389, or me at (202) 551-3810 with any other questions.
S i n c e r e l y ,
L a r r y S p i r g e l A s s i s t a n t D i r e c t o r
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 3720
February 6, 2007
James B. Wiegand
President
Rosewind Corporation
16200 WCR 18E
Loveland, CO 80537
Re: Rosewind Corporation
F o r m S B - 2
Filed July 5, 2005
File No. 333-139933
Dear Mr. Wiegand:
We have primarily limited our reviewed of your filing to the structur e of your offering 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 unnecessar y. Please be as detailed as necessary in your
explanation. In some of our comments, we may ask you to provide us with information so we may
better understand your disclosure. After reviewing this information, we may 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 ove rall disclosure in your filing.
We look forward to working with you in these re spects. We welcome any questions you may have
about our comments or any other aspect of our re view. Feel free to call us at the telephone
numbers listed at the end of this letter.
General
1. We note that you are registering all of the company’s currently outstanding shares for
resale. We further note that affiliates ar e selling over 60% of the company’s currently
outstanding shares. As a result, it appears th at this offering is a primary offering by the
company, rather than a secondary offering of shares for resale. Revise the registration statement to fix the offering price of the shares being sold by the selling shareholders for the
duration of the offering (because the company is not permitted to conduct an “at the market
James B. Wiegand
Rosewind Corporation
February 6, 2007 Page 2 of 5
offering” under Rule 415) and identify all th e selling shareholders as underwriters (as
opposed to them “may” being consid ered underwriters – page 11).
2. We note Mr. Wiegand’s past business experience has been primarily with blank check and
development stage companies. Based upon th e limited detail of the company’s business
plan, it appears that the comp any is a blank check company. Revise the offering to comply
with the requirements of Rule 419 of Regulati on C. In the alternative, provide a detailed
analysis in your response letter why this offering should not be governed by Rule 419 and
substantially revise you r disclosure to discuss company’s business plan with a detailed
analysis of how the company plans on genera ting revenues and paying its expenses over the
next 12 months.
Risk Factors, page 5
3. Add risk factors highligh ting the illiquid nature of an investment in the company; the lack
of revenues to date; the added costs involve d with becoming a reporting company; and the
potential for conflicts of inte rest involving only one direct or/officer managing the company.
Plan of Distribution, page 10
Current Market for our Shares, page 10
4. Your disclosure incorrectly implies that the company file s a Form 15c211 to have its
securities “listed” on the OTC Bulletin Board. Please correct to indicate that a market
maker must file the Form 15c211 and whether the company has had any discussions with a
market maker to do so. In addition, clarify that securities are approved for quotation, not
listed, on the OTC Bulletin Board.
5. Clarify that your company’s shares “will” (as opposed to “may”) be considered a penny stock.
6. On page 11, you indicate that shares in th is offering will be sold “primarily” by Mr.
Wiegand. With Rule 3(a)4-1 in mind, explain who else is permitted to sell the company’s
shares in this offering.
7. Explain how Mr. Wiegand will determine whether to sell the company’s shares or his own in this offering.
Offering Period and Expi ration Date, page 11
8. Remove the reference to the SEC determini ng the effective date of the prospectus.
James B. Wiegand
Rosewind Corporation
February 6, 2007 Page 3 of 5
Directors, Executive Officers, Promoters and Control Persons, page 14
Business Experience, page 14
9. Disclose the past business expe rience of Mr. Michael Wiegand, particularly whether he has
any past experience in the company’s line of business.
Organization within the la st five years, page 16
10. Disclose the dollar value attributed to each of the transactions and e xplain how the value of
the consideration for the services or assets was determined.
Description of Business, page 17
Our Facilities, page 18
11. Describe your ship (size, age, etc.). Consider including a picture of the vessel.
Management’s Discussion and Analysis or Plan of Operation, page 19
12. Assuming the company is not a blank check company, expand your discussion to provide a
reasonably detailed business plan for your operati ons including,
• A timeline for your expected operations and potential for growth beyond training
only two students at a time;
• A detailed discussion of your expected ma rketing costs, upgrade costs, operational
costs (salaries, overhead, etc) and public company costs; and
• A discussion of your expected cash flows.
Exhibits
13. Please file all missing exhibits as soon as possible for our review and possible further
comment.
14. Tell us whether any of your transactions to date involved written contracts. For example, if
the purchase of your boat involved an agreement, it should be filed as a material contract.
Undertakings
15. The Rule 415 undertaking that you have incl uded is not the correct wording of the
undertaking required by Item 512(a) of Regulation S-B. Please revise.
James B. Wiegand
Rosewind Corporation
February 6, 2007 Page 4 of 5
Signatures
16. The registration statement must be signed by your controller or principal accounting officer.
If Mr. Wiegand is signing in that capacity too, please reflect this in your amended filing or include the person who is si gning in that capacity.
* * * *
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 exped ite our review. Please
furnish a cover letter with your amendment that ke ys your responses to ou r comments and provides
any requested information. Detailed cover letters greatly facilitate our re view. 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 filing to be certain that the filing includes al l information required under the Securities Act of
1933 and that they have provided all information investors require for an informed investment
decision. Since the company and its management are in possession of a ll facts relating to a
company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company requests acceleration of the
effective date of the pending registration statement, it should furnish a letter, at the time of such
request, acknowledging that:
should the Commission or the staff, acting pursua nt 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 re lieve the company from its full responsibility for the adequacy
and accuracy of the disclosure in the filing; and
the company may not assert staff comments and the declaration of effectiveness as a defense in
any proceeding initiated by the Commission or a ny person under the federal securities laws of
the United States.
In addition, please be advised that the Division of Enforcemen t has access to all information
you provide to the staff of the Di vision 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 f act that those requesting accelera tion 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 offeri ng of the securities sp ecified in the above registration statement.
James B. Wiegand
Rosewind Corporation
February 6, 2007 Page 5 of 5
We will act on the request and, pursuant to delegate d authority, grant acceleration of the effective
date.
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement. Please a llow adequate time after the fili ng 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 William Bennett, Attorney-A dviser, at (202) 551-3389, or me at (202)
551-3810 with any other questions.
S i n c e r e l y ,
L a r r y S p i r g e l
A s s i s t a n t D i r e c t o r