Mail Stop 4-6
November 23, 2004
Raymond J. Spencer
Chairman and Chief Executive Officer
Kanbay International, Inc.
6400 Shafer Court, Suite 100
Rosemont, Illinois 60018
RE: Kanbay International, Inc.
Registration Statement on Form S-1
Filed October 27, 2004
File No. 333-119986
Forms 10-Q for the quarters ended June 30, 2004 and
September 30, 2004
File No. 0-50849
Dear Mr. Spencer:
This is to advise you that we have limited our review of the
above registration statement to matters relating to the selling
stockholders and plan of distribution sections, as well as
disclosure
in your Exchange Act reports relating to your controls and
procedures.
Based on this limited review, we have the following comments.
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 on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form S-1
General
1. Please update your financial statements as required under Item
3-
12 of Regulation S-X.
Principal and Selling Stockholders, page 72
2. Item 507 of Regulation S-K requires disclosure of material
relationships between the selling security holders and the
registrant
within the past three years. A description of how these selling
stockholders acquired their shares constitutes a material
relationship that must be described within your Form S-1.
Therefore,
to the extent appropriate, please revise your selling stockholder
section to describe how these selling stockholders acquired their
shares.
3. Identify the natural persons who exercise the sole/shared
voting
and dispositive powers with respect to the shares to be resold for
the accounts of all non-reporting entities. See interpretation 4S
of
the Regulation S-K portion of the March 1999 Supplement to our
publicly available CF Telephone Interpretation Manual.
4. We note your disclosure of Household Investment Funding`s
affiliation with HSBC Securities. In this regard, please clarify
within your document whether Household Investment Funding is the
only
selling shareholder that is a broker-dealer affiliate and confirm
to
us that none of the selling shareholders are broker-dealers.
Furthermore, for each broker-dealer affiliate, disclose whether it
acquired its shares in the ordinary course of business and whether
at
the time of the acquisition it had any plans or proposals,
directly
or with any other person to distribute the shares. Finally, for
all
affiliates of registered broker-dealers, explain the nature of the
affiliation.
5. Please update your selling stockholder table so that the
information is current at the time of your amended filing.
Forms 10-Q for the quarters ended June 30, 2004 and September 30,
2004
6. Item 308(c) of Regulation S-K requires disclosure of any
changes
in internal control over financial reporting that occurred "during
the registrant`s last fiscal quarter," rather than as of the
specific
day the quarter ended. Therefore, consistent with Item 308,
please
confirm to us that no changes in internal control
over financial reporting occurred during the quarter ended June
30,
2004 nor during the quarter ended September 30, 2004. In future
filings, please revise as appropriate.
* * * * *
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 relating to a company`s 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 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 the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 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.
Please contact Robert Bell, Staff Attorney, at (202) 942-
1953,
or me at (202) 942-1800 with any questions.
Sincerely,
Barbara C. Jacobs
Assistant Director
Office of Computers and Online
Services
cc: Matthew F. Bergmann, Esq.
Winston & Strawn LLP
Fax (312) 558-5700
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Mr. Raymond J. Spencer
Kanbay International, Inc.
Form S-1; File No. 333-119986
November 23, 2004
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