SEC Company Response from TANDEM DIABETES CARE INC (TNDM) (CIK 0001438133) (TNDM) — Nov 8, 2013
TANDEM DIABETES CARE INC (TNDM) (CIK 0001438133)
Date: Nov. 8, 2013 · CIK: 0001438133 · Accession: 0001193125-13-435631
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-36189, 333-191601
Letter
Tandem Diabetes Care, Inc.
11045 Roselle Street
San Diego, CA 92121
November 8, 2013
SUBMITTED VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Mary Beth Breslin, Esq.
Re: Tandem Diabetes Care, Inc.
Registration Statement on Form S-1 (File No. 333- 191601)
Registration Statement on Form 8-A (File No. 001-36189)
Acceleration Request
Requested Date: November 12, 2013
Requested Time: 4:00 P.M., Eastern Time
Ladies and Gentlemen:
Pursuant to Rule 461 of the Securities Act of 1933, as amended, Tandem Diabetes Care, Inc., a Delaware corporation (the “Company”), hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to declare the above-captioned Registration Statements on Form S-1 and Form 8-A effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable, unless you are notified by telephone or in writing to the contrary by the Company prior to such “Requested Date” and “Requested Time.” In the event you are so notified, you will be contacted either by Ryan C. Wilkins, an attorney with the Company’s outside legal counsel, Stradling Yocca Carlson & Rauth, P.C., or by myself.
The Company hereby acknowledges that:
•
should the Commission or the staff of the Commission, 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; and
•
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.
Should the Commission have questions regarding any of the foregoing, please do not hesitate to contact Mr. Wilkins, via telephone at (949) 725-4115 or via email at rwilkins@sycr.com, or in his absence, please contact me via telephone at (858) 255-6380 or via email at dberger@tandemdiabetes.com.
We respectfully request that you contact Mr. Wilkins via telephone as soon as the Registration Statement has been declared effective.
Sincerely,
TANDEM DIABETES CARE, INC.
/s/ David B. Berger
David B. Berger
General Counsel
cc:
Tandem Diabetes Care, Inc.
Kim D. Blickenstaff, Chief Executive Officer
John Cajigas, Chief Financial Officer
Clifford Chance US LLP
Alejandro E. Camacho, Esq.
Per B. Chilstrom, Esq.
Stradling Yocca Carlson & Rauth, P.C.
Bruce Feuchter, Esq.
Timothy F. O’Brien, Esq.
Ryan C. Wilkins, Esq.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
One Bryant Park
New York, New York
PIPER JAFFRAY & CO.
800 Nicollet Mall
Minneapolis, Minnesota 55402
November 8, 2013
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C.
Re: Tandem Diabetes Care, Inc.
Registration Statement on Form S-1 (File No. 333-191601)
Ladies and Gentlemen:
In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of Tandem Diabetes Care, Inc. that the effective date of the above-referenced Registration Statement be accelerated so that it will be declared effective at 4:00 p.m., Eastern Time, on November 12, 2013 or as soon thereafter as practicable.
The following is supplemental information supplied under Rule 418(a)(7) and Rule 460 under the Act:
(i) Dates of distribution: November 4, 2013 through the date hereof.
(ii) Number of prospectuses distributed: a total of approximately 4,021 copies were distributed to prospective underwriters, institutional investors, dealers and others.
(iii) We have been informed by the participating underwriters that they have complied and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.
[SIGNATURE PAGE FOLLOWS]
Very truly yours,
MERRILL LYNCH, PIERCE, FENNER & SMITH
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CORRESP
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filename1.htm
CORRESP
Tandem Diabetes Care, Inc.
11045 Roselle Street
San
Diego, CA 92121
November 8, 2013
SUBMITTED VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Mary Beth Breslin, Esq.
Re:
Tandem Diabetes Care, Inc.
Registration Statement on Form S-1 (File No. 333-
191601)
Registration Statement on Form 8-A (File No. 001-36189)
Acceleration Request
Requested
Date: November 12, 2013
Requested
Time: 4:00 P.M., Eastern Time
Ladies and Gentlemen:
Pursuant to Rule 461 of the Securities Act of 1933, as amended, Tandem Diabetes Care, Inc., a Delaware corporation (the
“Company”), hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to declare the above-captioned Registration Statements on Form S-1 and Form 8-A
effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable, unless you are notified by telephone or in writing to the contrary by the Company prior to such “Requested
Date” and “Requested Time.” In the event you are so notified, you will be contacted either by Ryan C. Wilkins, an attorney with the Company’s outside legal counsel, Stradling Yocca Carlson & Rauth, P.C., or by myself.
The Company hereby acknowledges that:
•
should the Commission or the staff of the Commission, 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; and
•
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.
Should the Commission have questions regarding any of the foregoing, please do not hesitate to
contact Mr. Wilkins, via telephone at (949) 725-4115 or via email at rwilkins@sycr.com, or in his absence, please contact me via telephone at (858) 255-6380 or via email at dberger@tandemdiabetes.com.
We respectfully request that you contact Mr. Wilkins via telephone as soon as the Registration Statement has been declared effective.
Sincerely,
TANDEM DIABETES CARE, INC.
/s/ David B. Berger
David B. Berger
General Counsel
cc:
Tandem Diabetes
Care, Inc.
Kim D. Blickenstaff, Chief Executive Officer
John Cajigas, Chief Financial Officer
Clifford Chance US LLP
Alejandro E. Camacho, Esq.
Per B. Chilstrom, Esq.
Stradling Yocca Carlson & Rauth, P.C.
Bruce
Feuchter, Esq.
Timothy F. O’Brien, Esq.
Ryan C.
Wilkins, Esq.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
One Bryant Park
New York, New York
10036
PIPER JAFFRAY & CO.
800 Nicollet Mall
Minneapolis,
Minnesota 55402
November 8, 2013
VIA EDGAR
Securities and Exchange Commission
Division of
Corporation Finance
100 F Street, N.E.
Washington, D.C.
20549
Re:
Tandem Diabetes Care, Inc.
Registration Statement on Form S-1 (File No. 333-191601)
Ladies and Gentlemen:
In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the
“Act”), we hereby join in the request of Tandem Diabetes Care, Inc. that the effective date of the above-referenced Registration Statement be accelerated so that it will be declared effective at 4:00 p.m., Eastern Time, on
November 12, 2013 or as soon thereafter as practicable.
The following is supplemental information supplied under Rule 418(a)(7) and
Rule 460 under the Act:
(i)
Dates of distribution: November 4, 2013 through the date hereof.
(ii)
Number of prospectuses distributed: a total of approximately 4,021 copies were distributed to prospective underwriters, institutional investors, dealers and others.
(iii)
We have been informed by the participating underwriters that they have complied and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.
[SIGNATURE PAGE FOLLOWS]
Very truly yours,
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
PIPER JAFFRAY & CO.
As Representatives of the Underwriters
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By:
/s/ Richard A. Diaz
Name:
Richard A. Diaz
Title:
Authorized Signatory
PIPER JAFFRAY & CO.
By:
/s/ Christie L. Christina
Name:
Managing Director
Title:
Christie L. Christina
[Signature Page to Acceleration Request]