Mail Stop 6010
April 24, 2006
J. Robert Paulson, Jr.
Chief Executive Officer
Restore Medical, Inc.
2800 Patton Road
St. Paul, Minnesota 55113
Re: Restore Medical, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed April 14, 2006
Registration No. 333-132368
Dear Mr. Paulson:
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
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 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.
Cover Page of Prospectus
1. Please remove the captions "Sole Book-Running Manager" and "Co-
Lead Manager" in order to comply with the staff`s long standing
position on cover page content.
Our Market Opportunity, page 1
2. We note from the April 2004 report in the Journal of the
American
Medical Association that you provided to us that "[i]n the United
States, 75% to 80% of OSA cases that could benefit from treatment
remain undiagnosed." Clarify and balance your disclosure under
this
caption to state that a significant percentage of your potential
market does not seek treatment or obtain evaluation and diagnosis
of
OSA. It appears that expanded risk factor disclosure may also be
appropriate.
Dilution, page 22
3. We note the revisions you have made in response to prior
comment
8. Please continue your revisions to indicate the changes that
would
occur in the table at the bottom of page 22 if you assume the
exercise of all outstanding options and warrants.
Principal Stockholders, page 74
4. We note your response to prior comment 21. If voting and/or
investment control over the shares held by any of the named
entities
is maintained by that entity`s board of directors, general
partners,
or similar groups or entities, please include appropriate
disclosure.
If the voting and/or investment control is held by a limited
number
of natural persons, identify them.
Common Stock, page 81
5. We note your response to prior comment 23 and that you have
elected to retain the disclosure that the shares to be issued by
you
in your offering will be, when issued and paid for, validly
issued,
fully paid and nonassessable. Since you have elected to retain
this
disclosure, please indicate that you have relied upon the opinion
of
Dorsey & Whitney LLP and ensure that the consent included by
Dorsey &
Whitney LLP in the filed legality opinion specifically consents to
the disclosure in this section of your prospectus.
Financial Statements
Report of Independent Registered Accounting Firm, page F-2 and
consent
6. We note your response to prior comment 25. We reissue our
prior
comment in its entirety.
Note 10 - Stock Options, page F-31
7. We note your response to prior comment 30. We reissue our
prior
comment in its entirety.
Back Cover Page of Prospectus
8. We note your first sentence at the top of the first column
cautioning investors that they "should rely only on the
information
contained in this prospectus." Please consider whether this
disclaimer, in its current form, is consistent with your ability
to
use free writing prospectuses.
* * * * *
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 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 direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any registration statement 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 Kevin L. Vaughn at (202) 551-3643 or Michele
Gohlke, Branch Chief, at (202) 551-3327 if you have questions
regarding comments on the financial statements and related
matters.
Please contact Tim Buchmiller at (202) 551-3635 or me at (202)
551-
3800 with any other questions.
Sincerely,
Peggy A. Fisher
Assistant Director
cc (via fax): Kenneth L. Cutler, Esq.
Robert A. Kuhns, Esq.
J. Robert Paulson, Jr.
Restore Medical, Inc.
April 24, 2006
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