SEC Comment Letter for Electromed, (ELMD) — Nov 6, 2012
Electromed, Inc.
Date: Nov. 6, 2012 · CIK: 0001488917 · Accession: 0000000000-12-060800
AI Filing Summary & Sentiment
Referenced dates: November 2, 2012
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE November 6, 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. 2 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. In your response to comment 12 of our initial letter, you represented that the proponent failed to p rovide timely notice as set forth in Rule 14a -4(c)(1). Your response to prior comment 3 of our letter dated November 2, 2012, however, indicates that the proponent provided notice on August 24, 2012, which was two days in advance of the deadline set forth in your proxy materials for the fiscal 201 2 Electromed meeting . Given that notice by the proponent appears to have been timely submitted, please provide us with your detailed analysis of the basis for the exercise of your discretionary authority with respect to proposal 1. Please provide a detailed response and refer to relevant staff interpretative positions and/or guidance in support of your conclusion.
We urge all persons who are responsible for the accuracy and adequacy of the disc losure in the filing to be certai n 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 the accuracy and ade quacy of the disclosures they have made.
Dr. James Cassidy Electromed, Inc. November 6, 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
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
November 6, 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. 2 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. In your response to comment 12 of our initial letter, you represented that the proponent
failed to p rovide timely notice as set forth in Rule 14a -4(c)(1). Your response to prior
comment 3 of our letter dated November 2, 2012, however, indicates that the proponent
provided notice on August 24, 2012, which was two days in advance of the deadline set
forth in your proxy materials for the fiscal 201 2 Electromed meeting . Given that notice
by the proponent appears to have been timely submitted, please provide us with your
detailed analysis of the basis for the exercise of your discretionary authority with respect
to proposal 1. Please provide a detailed response and refer to relevant staff interpretative
positions and/or guidance in support of your conclusion.
We urge all persons who are responsible for the accuracy and adequacy of the disc losure
in the filing to be certai n 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 the accuracy and ade quacy of the
disclosures they have made.
Dr. James Cassidy
Electromed, Inc.
November 6, 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.