July 13, 2005
Mail Stop 4561
Bobby Yazdani
CEO and Chairman
Saba Software, Inc.
2400 Bridge Parkway
Redwood Shores, California 94065-1166
Re: Saba Software, Inc.
Registration Statement on Form S-3
Filed June 13, 2005
File No. 333-125778
Form 10-Q for the fiscal quarter ended February 28, 2005
File No. 0-30221
Dear Mr. Yazdani:
This is to advise you that we have limited our review of your
filings to the significance of the THINQ acquisition,
identification
of selling security holders and disclosure in your periodic report
in
response to Items 307 and 308(c) of Regulation S-K. Where
indicated,
we think you should revise your documents 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 on 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 you completed the acquisition of THINQ Learning
Solution, Inc. on May 5, 2005 and that you determined that the
acquisition involved a significant amount of assets to be
disclosed
under Item 2.01 of Form 8-K. Under Rule 3-05 and Rule 11-01 of
Regulation S-X, financial statements and pro forma financial
information of THINQ may be required depending on the level of
significance. Please tell us the calculations used to determine
the
significance level of this acquisition.
Selling Security Holders, page 15
2. Please identify the natural person(s) with sole or shared
voting
or dispositive power over the shares held by each of the entities
listed in the Selling Security Holders table. Refer to
interpretation 4S of the Regulation S-K section of the March 1999
supplement to the Publicly Available Telephone Interpretation
Manual
and interpretation I.60 of the July 1997 Publicly Available
Telephone
Interpretation Manual, which are publicly available on our
website.
3. Please tell us whether any of the selling security holders are
registered broker-dealers, and unless a registered broker-dealer
that
is a selling security holder acquired its shares as transaction-
based
compensation for investment banking services, revise the
prospectus
to name the broker-dealer as an underwriter. Please also indicate
in
your response letter whether any selling security holders are
affiliated with a registered broker-dealer and if so, disclose
this
in the prospectus and briefly describe the affiliation. With
respect
to any selling security holder that is an affiliate of a
registered
broker-dealer, disclose whether such selling security holder
purchased its shares in the ordinary course of business, and
whether
at the time of the purchase of the securities to be resold, the
seller had any agreements or understandings, directly or
indirectly,
with any person to distribute the securities.
4. You indicate that the selling security holders may engage in
short
sales. If true, please confirm that none of the selling security
holders currently has an open position in Saba Software`s common
stock. Also, please confirm that that you and the selling
security
holders are aware of our position on short sales. See
interpretation
A.65, of the July 1997 Publicly Available Telephone Interpretation
Manual.
Form 10-Q for the fiscal quarter ended February 28, 2005
5. We note your statement that your chief executive officer and
chief
financial officer concluded your controls and procedures are
effective "in timely alerting them to material information
required
to be included in this report. This statement appears to be
narrower
than Rule 13a-15(e). Please advise whether your controls and
procedures were effective under the definition of Rule 13a-15(e)
and
revise in future filings.
* * * * *
As appropriate, please amend your filings in response to
these
comments. With respect to the comments on the referenced periodic
report your response should be provided as soon as possible and
not
later than July 27, 2005. You may wish to provide us with
marked
copies of the amendments to expedite our review. Please furnish a
cover letter with your amendments 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 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 Rule 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.
If you have any questions, please call Adam Halper, at (202)
551-3482 or Perry Hindin, at (202) 551-3444. If you require
additional assistance you may contact me, at (202) 551-3462 or in
my
absence Barbara C. Jacobs, Assistant Director at, (202) 551-3730.
Sincerely,
Mark P. Shuman
Branch Chief - Legal
cc: Via Facsimile
Peter E. Williams III, Chief Financial Officer
Fax: (650) 581-2599
Bobby Yazdani
Saba Software, Inc.
July 13, 2005
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