TORKIN MANES COHEN ARBUS LLP
BARRISTERS o SOLICITORS
151 Yonge Street, Suite 1500
Toronto, Ontario M5C 2W7
Tel: 416-863-1188
Fax: 416-863-0305
www.torkinmanes.com
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 29, 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
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We wish to respond to your letter of March 23, 2005 as follows:
1. Our client has decided to withdraw proposal No. 5 (confirmation of new
general By-law No. 1A) from its proxy circular for the upcoming meeting of
shareholders. Upon a recently completed detailed review of its books and
records our client has discovered that By-Law No. 1 passed in 1994 had
actually already been replaced by a new general by-law in 1998. As the 1998
by-law is satisfactory in form and substance, management of Thinkpath have
decided not to present By-law No 1A to the shareholders for approval at the
upcoming meeting of shareholders. Pursuant to the Business Corporations Act
(Ontario) if By-law No 1A, which is now in force having been approved by
the Board of Thinkpath, is not presented to shareholders at the upcoming
meeting then By-law No 1A will cease to be effective on the date of the
meeting of shareholders at which it should have been presented. The result
of the foregoing is that the 1998 by-law will be the governing by-law of
Thinkpath from and after the upcoming meeting of shareholders.
2. In respect of proposal No. 3 the compensation committee have amended their
requirement for shareholder approval for the payment of additional
compensation to Mr. Declan French, reducing it from the holders of two
thirds of the shares represented at the meeting to the holders of a simple
majority of the shares represented at the meeting, excluding the shares
held by Declan French and any other member of the board of Thinkpath.
We have enclosed a revised proxy statement (clean and black lined copies) which
incorporate the revisions necessitated by the aforementioned changes.
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 forthcoming in respect of the proxy statement.
Yours truly,
TORKIN MANES COHEN ARBUS LLP
Per:
(signed "Michael J. Hanley")
Michael J. Hanley
MJH/cb
Enclosure