Mail Stop 6010
September 1, 2005
Via U.S. Mail and Facsimile to (978) 475-8488
David B. Swank
Chief Financial Officer
Diomed Holdings, Inc.
1 Dundee Park
Andover, MA 01810
Re: Diomed Holdings, Inc.
Form 10-KSB for the year ended December 31, 2004
Filed March 30, 2005
Forms 10-QSB for the periods ended March 31, and June 30, 2005
File No. 001-31250
Dear Mr. Swank:
We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents. Where indicated, we think you should
revise your documents 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 information so we may better understand
your
disclosure. After reviewing this information, we may 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
filings.
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 10-KSB for the year ended December 31, 2004
Item 6. Management`s Discussion and Analysis of Financial
Condition
or Plan of Operation
Critical Accounting Policies
Valuation of Long-Lived and Intangible Assets, page 58
1. Please expand future filings to describe how you estimate cash
flows and discount rates for impairment testing purposes. More
specifically describe the nature and extent of subjective
judgments
and uncertainties associated with those estimates.
Item 8A Controls and Procedures, page 58
2. We see that your chief executive officer and your chief
financial
officer "have concluded the controls and procedures currently in
place are adequate to ensure material information and other
information requiring disclosure is identified and communicated on
a
timely basis." Accordingly, it is unclear whether your certifying
officers have concluded that disclosure controls and procedures
are
effective as provided in Item 307 to Regulation S-B. Please
revise
future filings to clearly state whether or not disclosure controls
and procedures are effective.
Financial Statements, page F-1
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-10
3. We note that you sell lasers and single-use procedure kits for
EVLT(r) and that you also provide physician training and practice
development support. Tell us how your revenue practices consider
the
multiple element accounting requirements of EITF 00-21. If you
believe that guidance is not applicable, please explain. To the
extent applicable, future filings should clarify how you apply the
guidance from the Abstract.
4. We see that your basic revenue policy is a reiteration of the
four
general criteria from SAB 104. Please expand future filings to
more
specifically identify how you apply those criteria in your
specific
circumstances. Please also expand future filings to separately
state
how you value and account for services revenues. Please show us
how
you intend to apply this comment.
5. Unless not significant, please expand to identify and describe
post shipment obligations (training, software upgrades,
installation,
etc...), including disclosure about how those obligations are
considered in your revenue practices. Also address customer
acceptance provisions, as applicable. Show us how you intend to
apply this comment.
6. Revise future filings to provide disclosures about warranties
under FIN 45 or tell us why you believe those disclosures are not
necessary.
Note 6. Debt, page F-14
d) Private Placement Equity and Debt Financing Entered into on
September 28, 2004, page F-16
7. Expand future filings to also disclose the effective of
interest
for this borrowing. Please also disclose the effective rate for
any
future borrowings where that rate varies significantly from the
stated rate. Refer to APB 21.
Note 8. Stockholders` Equity, page F-17
8. We see grants of warrants with cashless exercise provisions.
In
future filings please make disclosure about the terms and
mechanics
of cashless exercise provisions associated with warrants and
options.
Note 10. Segment Reporting, page F-26
9. Please revise future filings to separately present revenues and
long-lived assets attributed to the United States. That is,
disaggregate the item "North America." Refer to paragraphs 38a
and
38b to SFAS 131.
`
* * * *
As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your amendment that keys your
responses to our comments and provides any requested information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment 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.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments 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 our review of your filing or in
response to our comments on your filing.
You may contact Traci Hornfeck, Staff Accountant, at (202)
551-
3642 or me at (202) 551-3605 if you have questions regarding these
comments. In this regard, do not hesitate to contact Brian
Cascio,
Branch Chief, at (202) 551-3676.
Sincerely,
Gary Todd
Reviewing Accountant
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Mr. Nicholas K. Fortson
University Bancorp, Inc.
September 1, 2005
Page 4
David B. Swank
Diomed Holdings, Inc.
September 1, 2005
Page 4