Schedule 14A
We note that on the first page of the document you state that the solicitation is being made by LaGrange Capital Partners, L.P. Please revise to indicate that the solicitation is also being made by each of the participants.
No reply letter found.
Please disclose the record date for the consent solicitation, or advise us. Refer to Item 6(b) of Schedule 14A.
No reply letter found.
We note that the request to call a meeting will be made on or after July 11, 2010. Please revise to address whether there is a set deadline by which the requisite consents must be solicited in order to call a special meeting. Please revise to describe any applicable provisions under the issuer’s governing documents or under state law.
No reply letter found.
Please characterize each statement or assertion of opinion or belief as such, and ensure that a reasonable basis for each such opinion or belief exists. Support for each statement or assertion of opinion or belief must be self-evident, disclosed in the proxy materials, or provided to the staff on a supplemental basis.Rest of the question
Please provide support for any statements relating to the company’s financial and market performance, including but not limited to the following assertions: • “Since our initial investment, we have become deeply concerned with the Company’s poor financial performance and what we believe to be the Board’s illconceived acquisition strategy.” • “…we believe certain members of the Board have engaged in a unilateral scheme to diminish shareholder representation, disenfranchise shareholders and entrench themselves while also relinquishing substantially all of their financial ties to the Company.” Please mark any supporting information that you provide to clearly identify the specific information relied upon, such as quoted statements, financial statement line items, press releases, and mathematical computations, and identify all sources of any data used.
No reply letter found.
Regarding revocation, you state that shareholders may revoke by delivering a written revocation. Please revise to describe all the legal requirements for an effective revocation, including whether it must have a later date and whether the revoking shareholder must state the number of shares held. Please also state whether a later dated request card will constitute an effective revocation.
No reply letter found.
Please disclose the estimated costs of the solicitation by filling-in the blanks.
No reply letter found.
We note that consents may be solicited by mail, telephone, telegraph and in person. Please be advised that all written soliciting materials, including any scripts to be used in soliciting proxies over the telephone or by correspondence must be filed under the cover of Schedule 14A. Refer to Rule 14a-6(b) and (c). Please confirm your understanding in your response letter.
No reply letter found.
Please revise to indicate in bold font at the top of the consent card that the solicitation is not on behalf of the Company.
No reply letter found.
Please revise to afford security holders an opportunity to specify by boxes a choice between approval or disapproval of, or abstention with respect to your request to call a special meeting. Refer to Rule 14a-4(b)(1).
No reply letter found.
Please revise to refer to the applicable bylaw provision which you believe authorizes you to call a special meeting.
No reply letter found.
Please supplementally confirm that the solicitation statement delivered to shareholders will disclose the date that Capital Partners first delivers a signed written request to the issuer and the 60-day deadline for delivering the written requests.
No reply letter found.
We note that you state that a revocation “must clearly state that your earlier-dated, executed written request to call a special meeting is no longer effective with respect to the number of shares set forth therein.” Please revise the solicitation statement and request card to clarify the procedure for revoking a previously submitted written request card, since shareholders may not understand that they are requiredRest of the question
to include this express statement when they submit a later-dated written request card.
No reply letter found.
We note your response to comment six in our letter dated June 25, 2010; however, we reissue our comment. Please disclose the estimated costs of the solicitation in your next amendment.
No reply letter found.
