OLSHAN
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
PARK AVENUE TOWER
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TELEPHONE: 212.451.2300
January 20, 2006 FACSIMILE: 212.451.2222
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EMAIL: JSALTSBERG@OLSHANLAW.COM
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Ms. Jennifer R. Hardy
Re: WATER CHEF, INC.
PRELIMINARY PROXY STATEMENT ON SCHEDULE 14A
FILED DECEMBER 23, 2005
ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2004 AND SUBSEQUENT QUARTERLY REPORTS ON FORM 10-QSB
FILE NO. 1-9478
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Ladies and Gentlemen:
On behalf of Water Chef, Inc., a Delaware corporation (the "COMPANY"),
transmitted herewith for filing is Amendment No. 1 to the Company's preliminary
proxy statement ("AMENDMENT NO. 1"), marked to show changes from the preliminary
proxy statement filed on December 23, 2005. We acknowledge receipt of the letter
of comment dated January 11, 2006 from the Securities and Exchange Commission
(the "COMMISSION LETTER") with regard to the above referenced matter. We have
reviewed the letter with the Company and the Company's auditors and the
following are the Company's responses to the Commission Letter. The paragraph
references below are to those in Amendment No. 1. The responses are numbered to
coincide with the numbering of the comments in the Commission Letter.
PRE14A
1. It is unclear whether one of the purposes of the proposal to increase
the number of authorized shares of capital stock is because there are
insufficient authorized shares of common stock to affect the exchange,
exercise, or conversion of outstanding convertible securities. If so,
the information required by Item 13(a) of Schedule 14A, including
updated financial statements, is required. Alternatively, if you are
able to rely on instruction 1 to Item 13 of Schedule 14A for omitting
any or all of the information required by Item 13(a), give us your
analysis why this is the case. We note that you incorporate by
reference the financial statements in the annual report on Form 10-KSB
for the fiscal year ended December 31, 2004, but you do not incorporate
by reference the financial statements in subsequent quarterly reports.
NEW JERSEY OFFICE
2001 ROUTE 46 / SUITE 202
PARSIPPANY, NEW JERSEY 07054
TELEPHONE: 973.335.7400
FACSIMILE: 973.335.8018
January 20, 2006
Page 2
The Company has sufficient authorized shares of common stock prior to
the proposed increase to effect the exchange, exercise, or conversion of its
outstanding convertible securities. The Company has amended the second paragraph
under the subheading "Principal Reasons for Increasing the Number of Authorized
Shares of Common Stock" on page 14 to clarify that sufficient common stock is
available prior to the proposed increase to effect the exchange, exercise, or
conversion of its outstanding convertible securities.
The Company has amended the "Annual and Quarterly Reports" section on
page 16 to incorporate by reference the Company's subsequent quarterly reports.
ITEM 8A. CONTROLS AND PROCEDURES
2. We note the disclosure that your chief executive officer and chief
financial officer concluded that your disclosure controls and
procedures were effective to provide reasonable assurance that the
information required to be disclosed in reports filed or submitted
under the Exchange Act is recorded, processed, summarized, and reported
within the time periods specified in our rules and forms. Revise future
filings to clarify, if true, that your officers concluded that your
disclosure controls and procedures are effective also to ensure that
information required to be disclosed in reports filed or submitted
under the Exchange Act is accumulated and communicated to your
management, including your chief executive officer and chief financial
officer, to allow timely decisions on required disclosure. See Exchange
Act Rule 13(a)-15(e).
The Company will make the requested disclosure in future filings.
3. We note the statement that "A control system, no matter how well
conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met." Revise
future filings to state clearly, if true, that your disclosure controls
and procedures are designed to provide reasonable assurance of
achieving their objectives and that your principal executive officer
and principal financial officer concluded that your disclosure controls
and procedures are effective at that reasonable assurance level.
Alternatively, remove the reference to the level of assurance of your
disclosure controls and procedures. SEE section II.F.4. of Release No.
34-47986 that is available on the Commission's website at WWW.SEC.GOV.
The Company will make the requested disclosure in future filings.
The Company acknowledges that it is responsible for the adequacy and
accuracy of the disclosure in the filings, that staff comments or changes to
disclosures in response to staff comments do not foreclose the Commission from
taking any action with respect to the filings and the Company will not assert
January 20, 2006
Page 3
staff comments as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.
Very truly yours,
/s/ Jason S. Saltsberg
Jason S. Saltsberg
cc: David A. Conway
Robert H. Friedman
