September 23, 2004
Via U.S. Mail and Facsimile
Jerome I. Feldman
Chief Executive Officer
National Patent Development Corporation
77 Westchester Avenue - Fourth Floor
White Plains, NY 10604
Re: National Patent Development Corporation
Form S-1 Amendment No. 1 filed on September 10, 2004
File No. 333-118568
Dear Mr. Feldman:
We have the following additional comments on the above
filing.
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.
Exhibit 5.1 Legality Opinion
1. We note your response to prior comment 9. Please have counsel
confirm to us in writing that the reference and limitation to the
DGCL includes the statutory provisions and all applicable
provisions
of the Delaware Constitution, including reported judicial
decisions
interpreting these laws. Please file this written confirmation as
correspondence on EDGAR so that it will become part of the
Commission`s official file regarding the related registration
statement.
Financial Statements
Prior Comment No. 13 - Investment in Millennium Cell
2. We have considered your reply to this comment. It appears to
us
that the reduced value of this investment may be other than
temporary. That decline does not have to be permanent in order
for
it to be other than temporary. We note that the valuations stated
in
your reply are intra-day trading values with closing prices
considerably below the prices noted. We further note that (1) the
company has sold, rather than held, some of this investments and
(2)
the current quote is less than $1.50 per share and has remained
below
$2.00 per share since June 2004. Without further support for
maintaining the current carrying value, it appears that the
investment should be written down accordingly. Please refer to
the
Staff Accounting Bulletin No. 59.M as well as EITF 03-01.
Prior Comment No. 15
3. Please provide updated disclosure of the status of the
arbitration
issue noted in this prior comment.
Closing
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 this action 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 Rules 460 and 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 Don Cavern at (202) 942-1925regarding
accounting
comments and Franklin Green at (202) 942-4747 regarding legal and
other disclosure comments. You may also contact me at (202) 942-
1950
with any other questions.
Sincerely,
Pamela A. Long
Assistant Director
cc: Ms. Andrea D. Kantor
Vice-President and General Counsel
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Jerome I. Feldman
National Patent Development Corporation
September 23, 2004
Page 2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404
DIVISION OF
CORPORATION FINANCE