[LETTERHEAD, TORKIN MANES COHEN ARBUS LLP]
MICHAEL J. HANLEY
Direct Dial: 416-777-5431
Direct Fax: 1-888-497-8651
mhanley@torkinmanes.com
Our File No: 20959.01
ASSOCIATED WORLDWIDE WITH ACL INTERNATIONAL
March 16, 2005
DELIVERED VIA EDGAR
United States Securities and Exchange Commission
Division of Corporate Finance
Washington, D.C.
20549
USA
ATTENTION: MARYSE MILLS-APENTENG MAIL STOP 4-6
Dear Sirs:
Re: ThinkPath Inc. ("ThinkPath") Preliminary Proxy Statement on Schedule 14(A)
Filed on March 3, 2005
Your File No. 1-14813
We are Canadian counsel to ThinkPath and have been requested to respond to your
letter of March 14, 2005 as the responses to your comments relate principally to
the governing corporate legislation, the BUSINESS CORPORATIONS ACT (Ontario)
("OBCA"). Our responses below are keyed to the headings and numbers in your
letter of March 14, 2005.
PROPOSAL NO. 4: REVERSE STOCK SPLIT
1. The reverse split will have no impact on the number of authorized common
shares of ThinkPath. The articles of ThinkPath provide for an unlimited
number of common shares. As the application of the 1:5000 reversed split
formula will have no mathematical effect on an unlimited number there is
therefore no effect on the authorized capital. Disclosure has been added
to proposal no. 4 in the enclosed revised draft proxy statement.
2. Not applicable. See item 1 above.
Page 2
PROPOSAL NO. 5: APPROVAL OF AMENDED BY-LAWS
3. We submit that there is only one substantive difference between the former
By-law No. 1, which was repealed by the Board of Directors of Thinkpath on
March 2, 2005, and the new By-law No. 1A which was enacted by the Board of
Directors of Thinkpath on the same date which could be interpreted as
impacting on shareholder rights. That difference is that By-law No. 1A
provides for a quorum of a minimum of two shareholders (whether present or
represented by proxy) holding a minimum of 5% of the outstanding voting
shares of the Company whereas the former By-law did not include any quorum
requirement for shareholder meetings, with the result that the effective
quorum requirement was a minimum of 50% of the outstanding voting shares
of the Company pursuant to the provisions of the OBCA. The rationale for
the quorum provision in By-law No. 1A is explained in the additional
disclosure added to the text of Proposal No. 5 in the enclosed revised
draft proxy statement.
For reasons explained in the additional disclosure added to the text of
Proposal No. 5 in the enclosed revised draft proxy statement, we submit
that the inclusion of a provision in By-law No. 1A for a flexible number
of directors on the Board of Directors of Thinkpath will not result in a
substantive change to Thinkpath's management practices nor does it have
any impact on shareholder rights.
Likewise, for reasons explained in the additional disclosure added to the
text of Proposal No. 5 in the enclosed revised draft proxy statement, we
submit that none of the other differences between By-laws No. 1 and 1A
represent substantive changes to shareholder rights. These additional
differences are attributable to By-law 1A including more of the applicable
provisions of the OBCA than By-law No. 1 did. In this regard By-law No. 1A
is reflective of current practices for general By-laws of public companies
governed by the OBCA.
As a matter of background, the BUSINESS CORPORATIONS ACT (Ontario) at
subsection 116(1) permits the directors, by resolution, to make, amend or
repeal any by-laws. Subsection 116(2) of the OBCA provides that where the
directors make, amend or repeal a by-law they shall submit the by-law,
amendment or repeal to the shareholders at the next meeting of
shareholders and the shareholders may confirm, reject, or amend the by-law
amendment or repeal. Subsection 116(3) provides that where a by-law is
made, amended or repealed under subsection 1 the by-law made, amended or
repealed is effective from the date of the resolution of the directors
until it is confirmed, confirmed as amended or rejected by the
shareholders under subsection 2 or until it ceases to be effective under
subsection 4 and where the by-laws confirm or confirmed as amended it
continues in effect in the form in which it was so confirmed. Subsection
116(4) of the OBCA provides that if a by-law made, amended or repealed is
rejected by the shareholders, or if the directors did not submit the
by-law amended or repealed to the shareholders as required under
subsection 2, the by-law made amended or repealed ceases to be effective
on the date of such rejection or on the date of the meeting of
shareholders at which it should have been submitted, as the case may be,
and no subsequent resolution of the directors to make, amend or repeal a
by-law having substantially the same purpose or effect is effective until
it is confirmed or confirmed as amended by the shareholders.
Page 3
Therefore what is being proposed by management is the confirmation of the
new by-law in its entirety as one discrete matter to be voted upon. In
light of the foregoing and because we submit that there is only one
substantive difference between the current and former by-laws, we submit
that there is no need for separate proposals as you suggested in your
letter.
We note that a copy of the former general By-Law No. 1 of Thinkpath is
included in Annex B of the enclosed revised draft proxy statement.
4. See item 3 above.
Thank you for considering the foregoing submissions. We look forward to receipt
of any further comments you may have or alternatively your confirmation that no
further comments will be forth coming in respect of the proxy statement.
Yours truly,
TORKIN MANES COHEN ARBUS LLP
Per:
(signed) "Michael J. Hanley"
Michael J. Hanley
MJH/cb
Enclosure