MORSE, ZELNICK, ROSE & LANDER A LIMITED LIABILITY PARTNERSHIP 405 PARK AVENUE NEW YORK, NEW YORK 10022-4405 212 838 1177 FAX 212 838 9190 WRITER'S DIRECT LINE (212) 838-3089 February 8, 2006 United States Securities and Exchange Commission Mail Stop 6010 Washington, D.C. 20549 ATTENTION: MR. JAY MUMFORD Re: Milestone Scientific Inc. Amendment No. 2 to Registration Statement on Form S-3 Filed October 31, 2005 File No. 333-127728 Dear Sirs and Mesdames Further to our telephone discussions, this letter consists of revised responses to the Staff's comment letter dated December 14 regarding the above-referenced Registration Statement filed by Milestone Scientific Inc. ("Company" or "Milestone"). For ease of reference, your inquiries have been incorporated in this letter and precede our responses. If you have any questions regarding the responses to your comments, please feel free to call me at the number indicated above. General 1. Please tell us where you have registered your offer of the shares underlying the warrants to the investors who purchase the warrants from the selling security holders. REGISTRATION OF THE OFFER OF THE SHARES UNDERLYING THE WARRANTS IS INCLUDED IN THIS REGISTRATION PURSUANT TO GENERAL INSTRUCTION I.B.4.(A) (3) TO FORM S-3. THE COMPANY HAS COMPLIED WITH GENERAL INSTRUCTION I.B.4.(B)(3) BY SENDING TO ALL WARRANT HOLDERS MATERIALS CONTAINING THE INFORMATION REQUIRED BY RULE 14A-3(B) PERTAINING TO ITS ANNUAL MEETING OF STOCKHOLDERS IN NOVEMBER, 2005. TO CLARIFY THE SITUATION WE HAVE AMENDED THE REGISTRATION STATEMENT TO INCLUDE THE SHARES UNDERLYING THE WARRANTS. 2 Please expand your response to comment 2 to clarify whether you are simply removing the legend from existing warrants or are issuing warrants with new terms in exchange for existing warrants. If you are simply removing the legend, please reconcile your statement that the warrants are non-certificated with your statement that the warrants bear a restrictive legend. TO CORRECT A MUTUAL MISTAKE BETWEEN THE ISSUER AND THE INVESTORS IN THE PRIVATE PLACEMENTS, THE WARRANTS AS ORIGINALLY ISSUED IN THE FORM OF A MULTI-PAGE AGREEMENT HAVE BEEN REVISED WITHOUT CHANGE TO ECONOMIC TERMS OR SUBSTANCE, INTO THE FORM OF THE CERTIFICATES USED FOR THE '34 ACT REGISTERED WARRANTS. THESE CERTIFICATED WARRANTS HAVE BEEN ISSUED, BEARING A RESTRICTIVE LEGEND, TO THE INVESTORS AS OF THE DATES AT WHICH THE MARCH AND JUNE 2005 PRIVATE PLACEMENTS CLOSED. WE ARE NOW SEEKING THE ABILITY TO REMOVE THE LEGEND FROM THOSE WARRANTS UPON RESALE BY AN INVESTOR PURSUANT TO THIS REGISTRATION STATEMENT. EVEN BEFORE THE REVISION INTO THE FORM OF CERTIFICATED WARRANT, THE MULTI-PAGE AGREEMENT WARRANT CONTAINED A SECURITIES ACT LEGEND. THE CERTIFICATED WARRANTS CONTAIN A SIMILAR LEGEND. 3. It is generally inconsistent with Section 5 of the Securities Act to register securities for resale if the private offering of the securities is not complete. If investors still can choose to "surrender their non-public warrants" to you as mentioned in your response 2, it is unclear why it is appropriate to register the resale of those warrants at this time. THE MARCH AND JUNE PRIVATE PLACEMENTS OF THE SECURITIES CLOSED, AND ALL PROCEEDS WERE RECEIVED, IN LATE MARCH THROUGH EARLY APRIL, AND JUNE OF 2005 RESPECTIVELY. AS DESCRIBED IN THE ABOVE RESPONSE TO QUESTION 2, WE ARE NOT OFFERING INVESTORS ANY CHOICE, BUT ARE NOW ONLY SEEKING REMOVAL OF THE RESTRICTIVE LEGEND UPON REGISTERED RESALE OF THE WARRANTS BY THE INVESTORS. 4. Please expand your response to prior comment 3 to analyze whether the holders have offered the securities included in this registration statement, regardless of whether the securities have been sold. If you cannot determine whether the securities have been offered in violation of Section 5 of the Securities Act, it is unclear why you need not address the potential liability in your document. THE SUBSCRIPTION AGREEMENT THAT EACH INVESTOR SIGNED IN CONNECTION WITH THE MARCH AND JUNE PRIVATE PLACEMENTS CONTAINED A LEGEND EXPLICITLY PROHIBITING OFFERS OR SALES OF THE SECURITIES. THE LEGEND WAS ALSO PLACED ON THE SECURITIES. IN ADDITION, THE INVESTOR REPRESENTATIVE FOR THESE TWO OFFERINGS HAS CONFIRMED TO US THAT NONE OF THE SECURITIES HAVE BEEN OFFERED IN VIOLATION OF THE SECURITIES LAWS. Very truly yours, /s/ Virginia Tillyard Virginia Tillyard
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S-3/A Filing
Milestone Scientific (MLSS) S-3/AShelf registration (amended)
Filed: 8 Feb 06, 12:00am