DIRECT DIAL: (513) 579-6411
FACSIMILE: (513) 579-6457
E-MAIL: GKREIDER@kmklaw.com
September 22, 2004
Via EDGAR and Facsimile (202) 942-9638
Chris B. Edwards, Esq.
Attorney-Advisor
Office of Mergers and Acquisitions
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549-0303
| Re: | Hemagen Diagnostics, Inc. Reagents Applications, Inc. Amendment No. 1 to Schedule TO-1 filed September 17, 2004 File No. 5-50367 |
Dear Mr. Edwards:
On behalf of the above-referenced companies, we are responding to the Staff’s comments contained in the letter dated September 20, 2004 to the above-referenced Amendment No. 1 to Schedule TO-1. Accompanying this filing is an amended Schedule TO-1 and a revised proposed Supplement No. 1 to Offering Memorandum which the companies propose to send all holders of their 8% Senior Subordinated Secured Convertible Notes due 2005. Capitalized terms in this letter have the meanings assigned to the terms in the Offering Memorandum dated September 2, 2004 filed with the Schedule TO-1 referenced above.
| 1. | Wenoteyourrevisionsinresponsetopriorcommentnumber2.ItappearsthattheformulapricingportionoftheofferwillnotbebasedonthemarketpriceofthecommonstockthroughSeptember30,2004,sincethepricewillbecalculatedasofSeptember27,2004.Pleaseadviseorrevise. |
| The companies have revised the disclosure in Supplement No. 1 to the to make clear that the price will be calculated based on the market price of the common stock through September 27, 2004 as opposed to September 30, 2004. |
| 2. | Intheeventthatyouarerequiredtoobtainacourtordertocompletetheoffering,itappearsthattheeffectivedateoftheclosingwilloccurbeforetheexchangeofferhasactuallyexpired.Pleaseclarifythepurposeforstructuringtheofferwiththistimingmechanismandprovidethelegalandaccountingsupportforusinganeffectivedatewhichispriortotheexpirationoftheofferandtheactualissuanceofthesecuritiesintheexchange.Pleasealsoexplainanytaxorotherconsequencestoholdersofstructuringtheofferinthisway.Forexample,itappearspossiblethattheissuanceoftheexchangesecuritiesmaynotoccuruntilcalendaryear2005.Wouldtheholdersincurtaxconsequencesupontheeffectivedateoftheofferorupontheissuanceoftheexchangesecurities? |
| The companies have added disclosure in Supplement No. 1 as a new second paragraph under, “ Effective Date of Exchange Offer” in response to the comment. |
| 3. | Inyourdisclosure,pleaseexplainthereasonfortheone-yearrestrictionontransferabilityofthecommonstockreceived in the exchange offer. |
| The companies have added disclosure regarding the one-year restriction as a new third paragraph under the section entitled, “Registration Rights; Restrictions on Resale of Common Stock” in Supplement No. 1. |
| 4. | We note your revision in response to this comment; however, your reference to the federal securities laws in the last clause of this section is confusing. Please revise. |
| The companies have removed the reference to the federal securities laws in the last clause of this section. |
If you have any questions or need any additional information, please contact Mark Weiss of our office (513-579-6599) or me.
| Yours truly, KEATING, MUETHING & KLEKAMP, P.L.L. BY: /s/ Gary P. Kreider —————————————— Gary P. Kreider |
Attachments
| cc: | Mr. William Hales Ms. Deborah Ricci |
GPK:slh
