Room 4561
January 24, 2006
Mr. Daniel Bertram
President
Datametrics Corporation
1717 Diplomacy Row
Orlando, Florida 32809
Re: Datametrics Corporation
Preliminary Information Statement on Schedule 14C filed
January
17, 2006
File No. 1-08690
Dear Mr. Bertram:
This is to advise you that we have limited our review of the
above filing to the matters addressed in the comments below. No
further review of the filing has been or will be made. 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 any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
1. Please advise us how and when you plan to fully comply with
your
reporting requirements under the Exchange Act and advise us of the
circumstances that is causing your deficiency in compliance.
Preliminary Information Statement on Schedule 14C
2. We note your statement that "this information statement was
first
sent to stockholders of the Company on or about January 20, 2006."
Please advise us whether you have since distributed an information
statement regarding the matters discussed in this preliminary
information statement to stockholders.
Actions Taken Pursuant to the Written Consent, page 7
3. We note your disclosure with respect to the effects of your
recent
and reserved stock issuances and your prospective reverse stock
split
on your current and prospective authorized capital. For purposes
of
clarity, please provide a table illustrating the foregoing effects
as
well as highlighting the effective change in available authorized
capital as a result of the reverse stock split and decrease in
authorized capital. Such a table will assist in illustrating the
effective increase in available authorized capital notwithstanding
the fact that the number of shares of authorized capital will be
decreased.
4. Please expand to disclose the basis for your belief that
reverse
stock split will likely have the secondary effect of increasing
the
market price of your common stock. Please disclose the market
price
and volume for your common stock as of a recent practicable date.
5. Please explain to us and expand your disclosure to discuss the
relevance of your discussion regarding the minimum requirements
for
the NASDAQ markets with respect to your common stock and the
reverse
stock split. We note that you are currently traded on the OTC BB
and
that your common stock has traded well under $1 per share.
Summary of the Reverse Split, page 10
6. We note that certain holders who would be entitled to
fractional
shares of less than .5 will not receive such shares. Please
advise
us how you have complied with the requirements under Section 155
of
the General Corporation Law of Delaware. In addition, please
disclose the minimum number of holders of record after the reverse
stock split and state whether the reverse stock split is a first
step
in a going-private transaction.
7. In light of the increase in available capital as a result of
your
reverse stock split coupled with your change in authorized
capital,
please refer to Release No. 34-15230 and discuss the possible
anti-
takeover effects of the increase in available capital. Please
also
discuss other anti-takeover mechanisms that may be present in your
governing documents or otherwise and whether there are any plans
or
proposals to adopt other provisions or enter into other
arrangements
that may have material anti-takeover consequences. Inform holders
that management might use the additional shares to resist or
frustrate a third-party transaction providing an above-market
premium
that is favored by a majority of the independent stockholders.
* * * *
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. 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 amendments and
responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings includes all information required under the Exchange Act
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 connection with our review of
your
filing or in response to our comments on your filing.
You may contact Daniel Lee at (202) 551-3477, or Anne
Nguyen,
Special Counsel, at (202) 551-3611, with any questions. If you
need
further assistance, you may contact me at (202) 551-3730.
Sincerely,
Barbara C. Jacobs
Assistant Director