September 26, 2005
Room 4561
David Brown
Chief Executive Officer and President
Website Pros, Inc.
12735 Gran Bay Parkway West, Building 200
Jacksonville, Florida 32258
Re: Website Pros, Inc.
Amendment No. 3 to Form S-1
Filed on September 2, 2005
File No. 333-124349
Dear Mr. Brown:
We have reviewed your amended filing and 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.
Amendment No. 3 to Form S-1
General
1. We note that you have one pending confidential treatment
request
(control number 16730). On September 19, 2005, we received your
response to the outstanding comments on your confidential
treatment
request. Please be advised that we will not be in a position to
declare your registration statement effective until our review of
this amended confidential treatment request has been completed.
2. We are continuing to evaluate your responses to comment numbers
18, 19, 21 and 24 in your September 2, 2005 letter and additional
comments will be forthcoming.
3. We note your response to prior comment one from our last letter
stating that the Jupiter Research study is available without cost
through a publicly accessible Website, but that the IDC report
costs
approximately $4,500. Please tell us how investors may access the
Jupiter Research study. Also, in light of the costs associated
with
access to IDC report we continue to believe that you should file a
consent as an exhibit with respect to the use of the IDC report in
the registration statement. Alternatively, you may delete
references
to this report.
Certain Relationships and Related Party Transactions, page 77
4. Regarding prior comment four from our last letter, as
previously
requested, please identify the directors who participated in these
share purchases. Refer to Item 404(a)(1) of Regulation S-K.
Financial Statements - Website Pros, Inc.
Note 5. Acquisitions, page F-14
5. We note your response to prior comment number 14. It is
unclear
to us why you believe that the shares issued as consideration for
the
amendment to the asset purchase agreement represents stock
compensation expense and not additional cost of the acquired
entity.
Please describe in reasonable detail the basis for your conclusion
that the shares issued represent stock compensation expense and
provide specific reference to the authoritative literature
supporting
your accounting.
Note 9. Stock Based Compensation Plans, page F-19
6. We note your response to prior comment number 20. Your
disclosure
regarding the factors contributing to the difference between the
fair
value of each option grant and the IPO price are general in
nature.
Please revise to provide more comprehensive disclosure. See
Disclosure Example 2 on page 77 of the Practice Aid.
7. You disclose that you utilize the minimum value method to
determine the fair value of the options granted. Tell us how you
considered the definition of a "nonpublic entity" in Appendix E of
SFAS 123 when using the minimum value method for options granted
after the filing of your S-1 on April 27, 2005.
Part II
Item 15. Recent Sales of Unregistered Securities, page II-2
8. We note your new disclosure in Management`s Discussion and
Analysis, the Notes to the Financial Statements and on page II-4
referring to the issuance of 100,000 additional shares of common
stock to E.B.O.Z., Inc. Please provide us with an analysis as to
why
this issuance should not be integrated with the public offering.
Further, describe how you fulfill Section 4(2) while in
registration
and the facts and circumstances surrounding this claimed
exemption.
Also, please advise us as to the timing of the decision to
eliminate
the contingent payment of shares for an immediate issuance of
100,000
shares of common stock.
* * *
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 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.
You may contact Christine Davis at (202) 551-3408 or Craig
Wilson, Senior Assistant Chief Accountant, at (202) 551-3730 if
you
have questions regarding comments on the financial statements and
related matters. Please contact Neil Miller at (202) 551-3442 or
me
at (202) 551-3730 with any other questions.
Sincerely,
Barbara C. Jacobs
Assistant Director
cc: James F. Fulton, Jr., Esq. (via facsimile)
Cooley Godward LLP
Five Palo Alto Square
3000 El Camino Real
Palo Alto, CA 94306
Facsimile: (650) 745-1127
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Mr. David Brown
Website Pros, Inc.
September 26, 2005
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