June 22, 2009
| Peggy Fisher |
| Assistant Director |
| United States Securities and Exchange Commission |
| Mail Stop 3030 |
| Washington, D.C. 20549 |
Revised Preliminary Proxy Statement on Schedule 14A
Filed May 29, 2009
File No. 0-24209
Dear Ms. Fisher:
This letter has been prepared in response to your request for SmarTire Systems Inc. (the “Company”) to respond to the staff’s comments in a letter dated June 8, 2009 with respect to the Revised Preliminary Proxy Statement on Schedule 14A filed by the Company on May 29, 2009.
| Comment 1: | We note your response to prior comment 1. Please include the information in appendix D in this section instead of in the appendix. |
| Response: | The Company has moved the information previously included in Appendix D to this section under the heading “Financial statements” beginning on page 17 of Amendment No. 3 to the Proxy Statement and Information Circular. |
Reasons for the Asset Sale, page 10
| Comment 2: | We note your responses to prior comments 7 and 9 and the reference in the seventh sentence of the fifth bullet of this section and on page 11 to a range, based on internal projections, of payments up to “approximately $23,000,000 over a five-year period.” Expand to discuss your basis for the top end of the range and the likelihood that earn-out payments will approach that amount. We note the disclosure on page 8, where you estimate the earn-out would have been approximately $114,000 under the formula based on sales of $3.1 million during your last fiscal year. |
| Response: | The Company has expanded the disclosure beginning with the eighth sentence of the fifth bullet point under the heading “Reasons for the Asset Sale” on page 14 of Amendment No. 3 to the Proxy Statement and Information Circular. |
Financial Statements, page 13
| Comment 3: | We note your response to prior comment 2. Please provide us with your analysis that you are eligible to incorporate by reference the disclosure required by Item 14(c) of Schedule 14A. |
| Response: | The Company has included the annual and interim financial statements requested under the heading “Financial Statements” beginning on page 22 of Amendment No. 3 to the Proxy Statement and Information Circular. |
The Company acknowledges that:
| · | the Company is responsible for the adequacy and accuracy of the disclosure in the filing; |
| · | staff comments or changes to disclosure in response to staff comments do not foreclose the Securities and Exchange Commission from taking any action with respect to the filing; and |
| · | the Company may not assert staff comments as a defense in any proceeding initiated by the Securities and Exchange Commission or any person under the federal securities laws of the Untied States. |
Very truly yours,
/s/ David A. Dodge
David A. Dodge
Interim Chief Financial Officer
