Spencer G. Feldman
Tel. (212) 801-9221
Fax (212) 801-6400
feldmans@gtlaw.com
VIA FACSIMILE
Ms. Erin Martin
Division of Corporation Finance, Mail Stop 4561
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Registration Statement on Form S-1 (No. 333-154617)
I am attaching my worksheet with respect to our Rule 415 share cutback discussions.
We currently seek to register only the shares underlying the class A warrants (2,580,000 shares) and 371,893 shares to cover dividends on Juhl Wind’s series A preferred stock.
As I mentioned, we are anxious to move ahead with this registration statement. I look forward to discussing this matter with you and Mr. Kluck at your earliest convenience.
| | Very truly yours, |
| | |
| | /S/ SPENCER G. FELDMAN |
| | |
| | Spencer G. Feldman |
SGF/dp
JUHL WIND
| | | Common Stock | | | With Preferred Stock | |
| | | | | | | |
Total Outstanding: | | | 20,285,637 | | | | 25,445,637 | |
| | | | | | | | | |
Less Affiliate Shares: | | | | | | | | |
| Dan Juhl | | | 14,000,000 | | | | 14,000,000 | |
| John Mitola | | | 1,250,000 | | | | 1,250,000 | |
| | | | 15,250,000 | | | | 15,250,000 | |
| | | | | | | | | |
Non-Affiliate Public Float: | | | 5,035,637 | | | | 10,195,637 | |
| | | | | | | | | |
| At one-third: | | | 1,678,546 | | | | 3,398,546 | |
Arguments:
| · | Rule 415 not applicable in reverse mergers |
| | · | Only financing available through Vision Opportunity Master Fund |
| | · | Juhl/Vision not a group (no management shares being registered) |
| | · | Vision has 9.9% ownership limitation blocker |
| | · | Preferred stock has no reset/re-pricing; not toxic |
| | · | Transaction on June 24, 2008; more than 9 months ago |
Initially Being Registered: | | As Cutback | |
| | 2,250,000 | | Outstanding Common Stock | | | -- | |
| | 5,160,000 | | Preferred Stock | | | -- | |
| | 371,893 | | Dividends on Preferred | | | 371,893 | |
| | 7,740,000 | | Warrant Shares (A, B, C) | | | 2,580,000 | |
| | 15,521,893 | | | | | 2,951,893 | |
