June 1, 2005
Room 4561
Krish Panu
Chief Executive Officer
@Road, Inc.
47071 Bayside Parway
Fremont, California 94538
Re: @Road, Inc.
Registration Statement on Form S-3
Filed May 2, 2005
File No. 333-124518
Form 10-K for the fiscal year ended December 31, 2005
Form 10-Q for the quarter ended March 31, 2005
File No. 0-31511
Dear Mr. Panu:
We limited our review of your filings to disclosure
responding
to Items 307 and 308(c) of Regulation S-K and the legal opinion
submitted as an exhibit. 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
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-3
General
1. We note that you have filed confidential treatment requests,
Control Numbers 16548 and 16559. Please be advised that we are
processing your request and will provide comments on your
confidential treatment application under separate cover.
Risk Factors, page 1
2. It appears you should consider whether risk factor disclosure
is
appropriate to address the material deficiencies you describe in
your
periodic reports concerning your disclosure controls and
procedures
and internal controls over financial reporting.
Exhibit 5.1
3. Please revise the legality opinion to reference the class of
securities registered for resale, and state the number of shares,
which should conform to the amounts in the fee table. We note
that
the legal conclusion is conditioned on the sale of the shares in
the
manner described in the Registration Statement. In your response
letter, please explain the relationship between the manner of sale
for those securities and counsel`s conclusion that the shares will
be
legally and validly issued, fully paid and nonassessable.
Form 10-K
Controls and Procedures, page 45
4. In the last paragraph of this section you state that that a
disclosure control system can only provide reasonable assurance
that
the objectives of the control system are satisfied. In your
response
letter, please tell us whether the effectiveness conclusion
reached
by the designated executives was provided at this "reasonable
assurances" level of certainty.
Form 10-Q
Controls and Procedures, page 35
5. You disclosed that you identified a "material weakness"
regarding
your internal controls including interpretation and implementation
of
accounting principles in unique non-recurring transactions,
specifically in your recent acquisition of Vidus and in certain
contracts. Please expand your disclosure to describe the factors
you
considered in determining that your disclosure controls and
procedures were effective as of March 31, 2005 despite this
material
weakness.
6. Please augment your disclosure to better identify the material
weakness in your internal controls over financial reporting.
Please
describe in reasonable detail what you mean in by reference to
"certain significant customer contracts." Further, revise to
describe
what "unique non-recurring transactions" you are referencing and
the
how does the material weakness relate to the Vidus transaction?
7. Please revise to describe the events surrounding the
determination
that your internal control deficiency constituted a material
weakness, including who identified the weakness, and when the
material weakness first began. Further, expand your disclosure to
explain the reference to expanding external consulting expertise
and
describe any other material remedial actions taken after you
determined you had a material weakness. Please include dates of
corrective actions, if available and any material costs associated
therewith. Finally, advise as to future actions that will be
taken
to further remediate the weakness, when they are to occur, and any
material costs associated therewith.
8. It appears from your disclosure that there were changes in your
internal controls over financial reporting during the relevant
period. See Item 308(c) of Regulation S-K. Please unambiguously
state, if true, that there were changes to your internal controls
over financial reporting. See also Q.5 of Management`s Report on
Internal Control Over Financial Reporting and Certification of
Disclosure in Exchange Act Periodic Reports, Frequently Asked
Questions, as revised October 6, 2004.
As appropriate, please amend your filings in response to
these
comments. You may wish to provide us with marked copies of the
amendments to expedite our review. Please furnish a cover letter
with your amendments 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 amendments 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.
If you have any questions, please call Adam Halper, at (202)
551-3482. If you require additional assistance you may contact
me,
at (202) 551-3462 or in my absence Barbara C. Jacobs, Assistant
Director at, (202) 551-3730.
Sincerely,
Mark P. Shuman
Branch Chief - Legal
cc: Via Facsimile
Mark B. Weeks & Kristen Kercher
Heller Ehrman LLP
Fax: (650) 324-6062
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Mr. Krish Panu
@Road, Inc.
June 1, 2005
Page 4