April 26, 2006
Via Facsimile ((720) 566-4099) and U.S. Mail
James C.T. Linfield, Esq.
Cooley Godward LLP
380 Interlocken Crescent, Suite 900
Broomfield, CO 80021
Re: Pharmion Corporation
Schedules TO-C filed February 15 and 28, 2006
Schedule TO-I filed April 19, 2006, amended April 21, 2006
SEC File No. 005-79338
Dear Mr. Linfield:
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.
Schedules TO-C
1. We note you issued communications to the security holders on
February 15 and 28 without the legend required by Instruction 3 to
Rule 13e-4(c). Please confirm your understanding of the
requirements
of the referenced rule.
Schedule TO-I
Item 6. Purposes of the Transaction
2. Please revise to state whether you currently have any plans,
proposals or negotiations that result or would result in any of
the
actions set forth in Item 1006(c) of Regulation M-A.
Item 10. Financial Statements
3. It appears that certain financial information has been
incorporated by reference to satisfy Item 1010(a) of Regulation M-
A.
Please provide the pro forma financial information pursuant to
Item
1010(b) of Regulation M-A, if applicable, and the complete
summarized
financial information as required by Instruction 6 to Item 10 of
Schedule TO. Please advise us regarding whether you intend to
disseminate that information to security holders. Refer to
telephone
interpretation H.7 in the July 2001 supplement to our "Manual of
Publicly Available Telephone Interpretations" that is available on
the Commission`s website at www.sec.gov for additional guidance.
Offer to Exchange
Number of Options; Expiration Date, page 7
4. Please disclose the number of options subject to your offer.
Conditions of the Offer, page 10
5. Refer to the penultimate paragraph of this section relating to
your failure to exercise any of the rights described in this
section.
This language suggests that once an offer condition is triggered,
you
must decide whether or not to waive the condition. Note that when
a
condition is triggered and you decide to proceed with the offer
anyway, we believe that this constitutes a waiver of the triggered
condition(s). Depending on the materiality of the waived
condition
and the number of days remaining in the offer, you may be required
to
extend the offer and recirculate new disclosure to security
holders.
You may not, as this language seems to imply, simply fail to
assert a
triggered offer condition and thus effectively waive it without
officially doing so. Please confirm your understanding
supplementally.
Interests of Directors and Executive Officers, page 13
6. Please revise your disclosure in the third paragraph to
describe
any transactions in the subject securities during the past 60
days.
Refer to Item 1008(b) of Regulation M-A.
Extension of this Offer; Termination, page 16
7. The first sentence of the third paragraph in this section
appears
to indicate that you may terminate the offer for any reason. The
right to terminate the offer for any reason would render the offer
illusory. Please revise to eliminate this right or clarify.
8. We note that you intend to provide notice of an extension no
later
than 9:00 a.m. Mountain Daylight Time. Please note that Rule 14e-
1(d) require such notices to be provided no later than 9:00
Eastern
time. Please revise.
Additional Information, page 17
9. Note that our new address is Station Place, 100 F Street, N.E.,
Washington, D.C. 20549 and that our regional reference offices are
no
longer open to the public. Please revise.
Stock Option Exchange Election Form
10. We note that under the heading "My Election" you improperly
ask
tendering security holders to certify that they have "carefully
read"
the offer and that they "fully understand" that in tendering
securities they accept all of the terms of the offer. A similar
representation is asked to be made in the "Acknowledgment."
Please
revise to delete the requirement that security holders provide the
certifications described above. Alternatively, amend the form to
include a legend in bold typeface that indicates Pharmion
Corporation
does not view the certifications made by security holders that
they
understand the offer materials as a waiver of liability and that
Pharmion Corporation promises not to assert that this provision
constitutes a waiver of liability.
Closing Comments
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 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 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
bidder and its management are in possession of all facts relating
to
the 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.
Please direct any questions to me at (202) 551-3619. You
may
also contact me via facsimile at (202) 772-9203. Please send all
correspondence to us at the following ZIP code: 20549-3628.
Sincerely,
Daniel F. Duchovny
Special Counsel
Office of Mergers and Acquisitions
James C.T. Linfield, Esq.
Cooley Godward LLP
April 26, 2006
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE