SEC Comment Letter for Electromed, Inc. (ELMD) (CIK 0001488917) (ELMD) — Nov 2, 2012
Electromed, Inc. (ELMD) (CIK 0001488917)
Date: Nov. 2, 2012 · CIK: 0001488917 · Accession: 0000000000-12-060393
AI Filing Summary & Sentiment
Reasoning
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE November 2 , 2012 Via Email James J. Cassidy , Ph.D. Interim Chief Executive Officer Electromed, Inc. 500 Sixth Avenue NW New Prague , MN 56071
Re: Electromed, Inc. Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A Filed October 24, 2012 File No. 01-34839
Dear Dr. Cassidy :
We have reviewed the above referenced filing and have the following comments.
Election of Directors, page 9
1. As done in your response to comment 9 , please revise this section to clarify that the current number of directors was set at seven by shareholders as of the last annual meeting. Explain why only six nominees are being presented and why the board desires to reduce the number of directors on the boar d from 7 to 6.
2. Refer to your responses to prior comments 9 and 10. As done in your response, please revise your preliminary proxy statement to clarify the effect of a failure to pass proposal 1 and the consequences of this if the meeting is contested o r not contested.
3. We note your response to prior comment 12. Advise us supplementally of the date that the company received notice from the proponent.
We urge all persons who are responsible for the accuracy and adequacy of the disc losure in the filing to be certain that the filing include s the information the Securities Exchange Act of 1934 and all applicab le Exchange Act rules require. Since the participants are in possession of all facts relating to their disclosure, they are responsible for t he accuracy and adequacy of the disclosures they have made.
Dr. James Cassidy Electromed, Inc. November 2, 2012 Page 2
Please direct any q uestions to me at (202) 551 -3757. You may also contact me via facsimile at (202) 772 -9203. Please send all correspondence to us at the following ZIP code: 20549 -3628.
Sincerely,
/s/ Mellissa Campbell Duru
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
November 2 , 2012
Via Email
James J. Cassidy , Ph.D.
Interim Chief Executive Officer
Electromed, Inc.
500 Sixth Avenue NW
New Prague , MN 56071
Re: Electromed, Inc.
Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A
Filed October 24, 2012
File No. 01-34839
Dear Dr. Cassidy :
We have reviewed the above referenced filing and have the following comments.
Election of Directors, page 9
1. As done in your response to comment 9 , please revise this section to clarify that the
current number of directors was set at seven by shareholders as of the last annual
meeting. Explain why only six nominees are being presented and why the board desires
to reduce the number of directors on the boar d from 7 to 6.
2. Refer to your responses to prior comments 9 and 10. As done in your response, please
revise your preliminary proxy statement to clarify the effect of a failure to pass proposal
1 and the consequences of this if the meeting is contested o r not contested.
3. We note your response to prior comment 12. Advise us supplementally of the date that
the company received notice from the proponent.
We urge all persons who are responsible for the accuracy and adequacy of the disc losure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicab le Exchange Act rules require. Since the participants are in possession of
all facts relating to their disclosure, they are responsible for t he accuracy and adequacy of the
disclosures they have made.
Dr. James Cassidy
Electromed, Inc.
November 2, 2012
Page 2
Please direct any q uestions to me at (202) 551 -3757. You may also contact me via
facsimile at (202) 772 -9203. Please send all correspondence to us at the following ZIP code:
20549 -3628.
Sincerely,
/s/ Mellissa Campbell Duru
Mellissa Campbell Duru
Special Counsel
Office of Mergers & Acquisitions
Cc (via email): Ryan Brauer , Esq.
Fredrikson & Byron, P.A.