[ActivCard letterhead]
September 20, 2004
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street., N.W.—Mailstop 4-6
Washington, D.C. 20549
Attn: Patrick Gilmore, CPA
| Re: | ActivCard Corp. |
| Form 8-K filed September 9, 2004 |
| Commission File No. 000-50223 |
Ladies and Gentlemen:
On behalf of ActivCard Corp. (“ActivCard” or the “Company”), this letter responds to the comments of the Staff of the Securities and Exchange Commission set forth in the letter dated September 13, 2004 regarding the above-referenced Current Report on Form 8-K (the “Form 8-K”). Our references to “comment” below correspond to the paragraph numbers of the Staff’s letter.
Pursuant to Rule 12b-4 under the Securities Exchange Act of 1934, ActivCard hereby requests that the information provided supplementally to the Commission with this response be returned. In accordance with this rule, the Company has provided this supplemental disclosure in hard copy only and has not submitted this information to the Commission electronically via EDGAR.
Comment 1.As stated in the first sentence of the Form 8-K, Deloitte & Touche LLP (“Deloitte”) resigned from the audit engagement. The action was taken solely by Deloitte and there was no involvement by the ActivCard Board or its Audit Committee. We respectfully submit that, under these circumstances, there was no decision for the ActivCard Board or Audit Committee to review or approve.
Comment 2. We have supplementally provided a copy of the relevant page from the slides received from Deloitte at an Audit Committee meeting held on August 5, 2004. No other communications have taken place with others related to the reportable condition.
Comment 3. The reportable condition identified by Deloitte relates to the quarter ended June 30, 2004. The Company made no adjusting entries to its financial statements as a result of this condition.
The conditions identified by Deloitte related to disruptions in the Company’s financial closing and reporting process caused by the relocation of the Company’s finance department from
Securities and Exchange Commission
September 20, 2004
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Canada to Fremont, California and the related loss of personnel. More specifically, these disruptions affected the Company’s ability during the second quarter to (i) have accounting personnel conduct monthly account reconciliations, with supervisory review and checks of such reconciliations and (ii) close the Company’s accounting books at the end of each month during the quarter on a timely basis.
As of the date of this letter, the Company has completed the relocation from Canada and hired additional personnel to replace finance and accounting personnel lost in the relocation. Accordingly, the Company believes it has resolved the issues identified by Deloitte.
Comment 4. The Company will report the engagement of a new registered independent public accounting firm on Form 8-K as required and will provide the relevant disclosure required under Item 304(a)(2) of Regulation S-K.
Please note that any further correspondence regarding the Form 8-K or the Company’s filings generally should be directed to my attention. Thank you for your assistance with this matter.
Sincerely,
/s/ Ragu Bhargava
Ragu Bhargava
Vice President, Finance, Interim Chief Financial
Officer
