January 5, 2005
Mail Stop 0408
By U.S. Mail and facsimile to (850) 878-1230.
James S. Weaver
President and Chief Executive Officer
Partners Financial Corporation
4085 Tamiami Trail North
Suite B-204
Naples, Florida 34103
Re: Partners Financial Corporation
Form SB-2 amended December 9, 2004
File No. 333-120068
Dear Mr. Weaver:
We have reviewed your 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.
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.
General
1. We note that the warrants that you are registering appear to be
exercisable immediately after issuance. Consequently, the
underlying
shares must be registered concurrently or be issueable under an
appropriate exemption. Please revise the fee table to register
the
common stock issueable upon the exercise of the warrants, or
provide
your counsel`s legal analysis of the exemption that you intend to
rely upon.
2. We note that you continue to be engaged with ongoing
discussions
with the Office of Thrift Supervision regarding the structure of
this
transaction. To the extent that the issues have not been resolved
at
the time that you file your next amendment, please provide a
detailed
discussion of the issue and the current status of your discussions
in
the Summary.
3. We note that the expenses incurred by Partners in its
organizational stage will be converted into preferred stock.
Please
revise your disclosure to clarify that the preferred shares will
be
redeemed in the event that you are unable to receive final
approval
from the OTS or otherwise fail to begin operation. Also, revise
the
Cover Page, Summary, Use of Proceeds and Terms of the Offering
sections to clarify this point and to alert investors to the fact
that their investments will be reduced by the amount of the
redemption and to note the amount, per share, that each
shareholder
at the minimum would lose because of the redemption..
Risk Factors - page 5
4. Add a risk factor that discusses the dilution that shareholders
would encounter after the offering closes.
5. Add a risk factor that discloses the fact that shareholders
could
face additional dilution and Partners Financial may face
additional
expenses from your planned benefit plans.
The Offering - page 9
6. Revise the first paragraph of this section to clarify that you
require the sale of one million units.
7. We note that organizing directors will receive one warrant for
each unit purchased in the offering, while other investors will
receive one half warrant for each unit purchased. Supplementally
tell us how you will account for the warrants going forward and
what
accounting literature you are relying upon.
Failure of Partners Bank to Commence Operations - page 12
8. Please clarify what you mean by "preliminary approval" when
referring to the requirement to break escrow. It is our
understanding, based upon discussions with the OTS that none of
their
orders are couched in terms of "preliminary approval." Specify
what
action by the OTS is required in order for you to break escrow.
Description of Securities - page 39
9. Please provide the information required by Item 202(a)(5) of
Regulation S-B. We note your discussion on page 16 discusses the
provisions of Federal laws and regulations that would inhibit your
shareholders from participating in a business combination or other
transaction. However, we are unable to find any discussion of the
provisions of State law, or the provisions of the bylaws and
charter
that would impact a change in control or other substantial
corporate
action.
Closing Comments
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 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 Rules 460 and 461 regarding
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 Sharon M. Johnson at 202-942-2961 or Don
Walker
at 202-942-1799 if you have questions regarding comments on the
financial statements and related matters. Please contact Jessica
Livingston at 202-942-1892 or the undersigned at 202-942-1974 with
any other questions.
Sincerely,
Christian Windsor
Special Counsel
cc: Via U.S. Mail and Facsimile: (850) 878-1230
A. George Igler, Esq.
Richard L. Pearlman, Esq.
Igler & Dougherty, P.A.
2457 Care Drive
Tallahassee, Florida 32308
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Partners Financial Corporation -- Form SB-2 Page 4 of 4