SEC Company Response from Professional Diversity Network, Inc. (IPDN) (CIK 0001546296) (IPDN) — Oct 11, 2016
Professional Diversity Network, Inc. (IPDN) (CIK 0001546296)
Date: Oct. 11, 2016 · CIK: 0001546296 · Accession: 0001214659-16-014067
AI Filing Summary & Sentiment
Referenced dates: October 5, 2016
Letter
VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Attention: David L. Orlic, Special Counsel Schedule TO-I Filed September 28, 2016 File No. 005-87999
Re: Professional Diversity Network, Inc.
Dear Mr. Orlic:
On behalf of Professional Diversity Network, Inc. (“PDN”), set forth below is PDN’s response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its letter dated October 5, 2016 with respect to the above referenced Schedule TO-I of PDN (the “Schedule TO”).
For reference purposes, the text of the letter has been reproduced herein with responses below each numbered comment. For your convenience, the reproduced Staff comments from the letter have been italicized.
General
1. Please clarify disclosure to state that the Share Issuance will close after expiration of the tender offer.
PDN has filed an amendment to the Schedule TO which discloses that the Share Issuance will close after expiration of the tender offer.
Board Representation Rights, page 28
2. Disclosure indicates that certain information called for by Rule 14f-1 is provided in the Offer to Purchase. Please confirm that you will transmit to security holders all information called for by that rule not less than 10 days prior to the date any applicable director takes office.
PDN confirms that it will file with the SEC a Schedule 14F and transmit to security holders all information called for by Rule 14f-1 not less than 10 days prior to the date any applicable director takes office.
ALBANY
AMSTERDAM
ATLANTA
AUSTIN
BOCA RATON
BOSTON
CHICAGO
DALLAS
DELAWARE
DENVER
FORT LAUDERDALE
HOUSTON
LAS VEGAS
LONDON*
LOS ANGELES
MEXICO CITY+
MIAMI
MILAN**
NEW JERSEY
NEW YORK
NORTHERN VIRGINIA
ORANGE COUNTY
ORLANDO
PHILADELPHIA
PHOENIX
ROME**
SACRAMENTO
SAN FRANCISCO
SEOUL∞
SHANGHAI
SILICON VALLEY
TALLAHASSEE
TAMPA
TEL AVIV^
WARSAW~
WASHINGTON, D.C.
WESTCHESTER COUNTY
WEST PALM BEACH
* OPERATES AS
GREENBERG TRAURIG MAHER LLP
+ OPERATES AS
GREENBERG TRAURIG, S.C.
* * STRATEGIC ALLIANCE
∞ OPERATES AS
GREENBERG TRAURIG LLP
FOREIGN LEGAL CONSULTANT OFFICE
^ A BRANCH OF
GREENBERG TRAURIG, P.A.,
FLORIDA, USA
~ OPERATES AS
GREENBERG TRAURIG GRZESIAK SP.K.
GREENBERG TRAURIG, P.A. n ATTORNEYS AT LAW n WWW.GTLAW.COM
401 East Las Olas Boulevard, Suite 2000 n Ft. Lauderdale, Florida 33301 n Tel 954.765.0500 n Fax 954.765.1477
October 11, 2016
Page 2 of 2
* * * * *
We hope that the foregoing has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please direct any questions, comments or requests for further information to me at 954-768-8232 or email at greenl@gtlaw.com.
Very truly yours,
GREENBERG TRAURIG, P.A.
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CORRESP
1
filename1.htm
October 11, 2016
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3561
Attention: David L. Orlic, Special Counsel
Re: Professional Diversity Network, Inc.
Schedule TO-I
Filed September 28, 2016
File No. 005-87999
Dear Mr. Orlic:
On behalf of Professional Diversity Network, Inc. (“PDN”), set forth below is PDN’s response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its letter dated October 5, 2016 with respect to the above referenced Schedule TO-I of PDN (the “Schedule TO”).
For reference purposes, the text of the letter has been reproduced herein with responses below each numbered comment. For your convenience, the reproduced Staff comments from the letter have been italicized.
General
1. Please clarify disclosure to state that the Share Issuance will close after expiration of the tender offer.
PDN has filed an amendment to the Schedule TO which discloses that the Share Issuance will close after expiration of the tender offer.
Board Representation Rights, page 28
2. Disclosure indicates that certain information called for by Rule 14f-1 is provided in the Offer to Purchase. Please confirm that you will transmit to security holders all information called for by that rule not less than 10 days prior to the date any applicable director takes office.
PDN confirms that it will file with the SEC a Schedule 14F and transmit to security holders all information called for by Rule 14f-1 not less than 10 days prior to the date any applicable director takes office.
ALBANY
AMSTERDAM
ATLANTA
AUSTIN
BOCA RATON
BOSTON
CHICAGO
DALLAS
DELAWARE
DENVER
FORT LAUDERDALE
HOUSTON
LAS VEGAS
LONDON*
LOS ANGELES
MEXICO CITY+
MIAMI
MILAN**
NEW JERSEY
NEW YORK
NORTHERN VIRGINIA
ORANGE COUNTY
ORLANDO
PHILADELPHIA
PHOENIX
ROME**
SACRAMENTO
SAN FRANCISCO
SEOUL∞
SHANGHAI
SILICON VALLEY
TALLAHASSEE
TAMPA
TEL AVIV^
WARSAW~
WASHINGTON, D.C.
WESTCHESTER COUNTY
WEST PALM BEACH
* OPERATES AS
GREENBERG TRAURIG MAHER LLP
+ OPERATES AS
GREENBERG TRAURIG, S.C.
* * STRATEGIC ALLIANCE
∞ OPERATES AS
GREENBERG TRAURIG LLP
FOREIGN LEGAL CONSULTANT OFFICE
^ A BRANCH OF
GREENBERG TRAURIG, P.A.,
FLORIDA, USA
~ OPERATES AS
GREENBERG TRAURIG GRZESIAK SP.K.
GREENBERG TRAURIG, P.A. n ATTORNEYS AT LAW n WWW.GTLAW.COM
401 East Las Olas Boulevard, Suite 2000 n Ft. Lauderdale, Florida 33301 n Tel 954.765.0500 n Fax 954.765.1477
October 11, 2016
Page 2 of 2
* * * * *
We hope that the foregoing has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please direct any questions, comments or requests for further information to me at 954-768-8232 or email at greenl@gtlaw.com.
Very truly yours,
GREENBERG TRAURIG, P.A.
/s/
Laurie L. Green
Laurie L. Green
cc:
David Mecklenburger
Chief Financial Officer
GREENBERG TRAURIG, P.A. n ATTORNEYS AT LAW n WWW.GTLAW.COM