![]() | 1000 Corporate Drive Suite 600« Fort Lauderdale« Florida« 33334« 954.360.9022 |
November 4, 2009
VIA EDGAR
Mr. Larry Spirgel
Assistant Director
US Securities and Exchange Commission
Division of Corporate Finance
Washington, DC 20549
Re: | eDiets.com, Inc. |
Form 10-K for the fiscal year ended December 31, 2008
Filed March 19, 2009
Form 10-Q for fiscal quarter ended June 30, 2009
Filed August 13, 2009
File No. 0-30559
Dear Mr. Spirgel:
This letter is being furnished in response to the comment of the United States Securities and Exchange Commission (the “Commission”) as set forth in the Commission’s letter dated November 2, 2009 to Kevin McGrath, Chief Executive Officer and President of eDiets.com, Inc. (the “Company” or “we”), with respect to the above-mentioned Company filings. To facilitate your review of the Company’s response, we have reproduced the Commission’s comment below followed by our response.
Form 10-K for the Fiscal year ended December 31, 2008
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 16
1. | We note your response to comment four in our letter dated October 16, 2009. Please confirm whether you will add disclosure that addresses whether the restriction under your three Senior Secured Notes that prevents you from entering into other indebtedness in excess of $250,000, as mentioned on the bottom of page 8, creates a material deficiency or limitation. |
We confirm that in future filings our discussion of the matters described in comment four in your letter dated October 16, 2009 will add disclosure that addresses whether the restriction under our three Senior Secured Notes that prevents the Company from entering into other indebtedness in excess of $250,000, as mentioned on the bottom of page 8, creates a material deficiency or limitation.
* * * *
Mr. Larry Spirgel
Assistant Director
US Securities and Exchange Commission
November 4, 2009
Page 2
The Company hereby acknowledges that:
• | The Company is responsible for the adequacy and accuracy of the disclosure in the filings; |
• | The staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and |
• | The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
We appreciate the Commission’s efforts in assisting our compliance efforts with applicable disclosure requirements. Please contact me at 954-703-6347 or Tom Hoyer, Chief Financial Officer, at 954-703-6374 if you have any questions.
Sincerely, |
/s/ Kevin McGrath |
Kevin McGrath |
Chief Executive Officer |