Mail Stop 4-6
December 29, 2004
Mr. John W. Low
Chief Financial Officer and Secretary
Spescom Software Inc.
10052 Mesa Ridge Court, Suite 100
San Diego, California 92121
Re: Spescom Software Inc.
Registration Statement on Form S-2 filed December 7, 2004
File No. 333-121038
Dear Mr. Low:
This is to advise you that we have limited our review of the
above registration statement to the disclosure identifying the
filings incorporated by reference in the prospectus and the
documents
to be delivered with that prospectus. Based on that limited
review
of your filing, we have the comments below. All persons who are
by
statute responsible for the adequacy and accuracy of the
registration
statement are urged to be certain that all information required
under
the Securities Act of 1933 has been included.
Where indicated, we think you should revise your document in
response to these comments. If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Information Incorporated by Reference
1. You have incorporated by reference your recently filed Form 10-
K
for the fiscal year ended September 30, 2004. Your Form 10-K,
however, incorporates by reference Part III information from your
definitive proxy statement which has not yet been filed. Your
registration statement is not complete until the required Part III
information is made available either by the filing of your
definitive
proxy statement or by including the information in an amended Form
10-K. For additional guidance, please refer to interpretation H.6
of
our July 1997 Manual of Publicly Available Telephone
Interpretations
that concerns filings on Form S-3, and which is applicable by
analogy
to your filing.
2. With respect to disclosure required by Item 11 of Form S-2, it
does not appear that you are availing yourself of the optional
presentation under Item 11(b) as the information required by such
section is not presented in your prospectus. Please clarify in
your
disclosure that pursuant to Item 11(a) of Form S-2 your prospectus
will be accompanied by a copy of your most recent Form 10-K when
the
prospectus is delivered.
3. Please inform us of the authority on which your definitive
proxy
statement for the fiscal year ended September 30, 2003 is
incorporated by reference into your Form S-2. Please refer to
Rule
411 and Item 12 of Form S-2 in addressing this comment. Rule 411
indicates that information required in a prospectus may not be
incorporated unless the incorporation by reference is authorized
by
the applicable form. However, Item 12 of Form S-2 does not list
proxy statements among the documents that must or may be
incorporated
by reference into the Form S-2.
4. On page 23 of your filing, you have incorporated future filings
under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act.
Please
note that in contrast to the requirements of Form S-3, Form S-2
does
not authorize incorporation of future filings under the Exchange
Act.
Please revise.
* * * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts related to your disclosure, they are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert the staff comments and the
declaration
of effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of your registration statement as a confirmation of
the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act and the
Securities Exchange Act of 1934, as amended, as they relate to the
proposed public offering of the securities specified in the above
registration statement. We will act on the request and, pursuant
to
delegated authority, grant acceleration of the effective date.
We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement. Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration. Please provide this
request
at least two business days in advance of the requested effective
date.
You may contact Daniel Lee at (202) 942-1871 with any
questions. If you need further assistance, you may contact me at
(202) 942-1818 or, in my absence, Barbara C. Jacobs, Assistant
Director, at (202) 942-1800.
Sincerely,
Mark P. Shuman
Branch Chief - Legal
cc: Via Facsimile
Russell C. Hansen
Betsy D. Austin
Gibson, Dunn & Crutcher, LLP
1881 Page Mill Road
Palo Alto, California 94304
Telephone: (650) 849-5300
Facsimile: (650) 849-5333