[Aradyme Letterhead]
April 21, 2006
VIA EDGAR AND
FACSIMILE TRANSMISSION
202-772-9210
Barbara C. Jacobs, Assistant Director
Anne Nguyen, Special Counsel
Daniel Lee
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549
Re: Aradyme Corporation
Preliminary Proxy Statement on Schedule 14A filed
February 28, 2006
File No. 000-50038
Ladies and Gentlemen:
This letter is in response to your letter dated March 10, 2006,
respecting your review of our Preliminary Proxy Statement on Schedule 14A filed
February 28, 2006.
Set forth below are your comments, followed by our responses.
Preliminary Proxy Statement on Schedule 14A
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Proposal 2. Change of Domicile from Delaware to Utah
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Certain Differences between Charter and Bylaws of the Company and Aradyme Utah
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1. All material differences between your current certificate of
incorporation and bylaws and the Utah articles of incorporation and
bylaws should be disclosed in your proxy statement. Please indicate in
your discussion whether you have disclosed all material differences and
revise to discuss any material differences that you may have omitted.
Response: Revised as requested. See pp. 10-11.
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Proposal 3. Amendment to Certificate of Incorporation to Increase Capitalization
2. Please disclose the number of shares of common stock that are currently
outstanding, the number of shares of common stock and common stock
underlying warrants that may be issued pursuant to your agreement with
Eagle Rock Capital and the number of shares that will be available for
issuance as a result of your increase in authorized capital.
Response: Revised as requested. See p. 11.
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Barbara C. Jacobs, Assistant Director
Anne Nguyen, Special Counsel
Daniel Lee
Division of Corporation Finance
U.S. Securities and Exchange Commission
April 21, 2006
Page 2
3. Please disclose whether you presently have any plans, proposals or
arrangements, aside from the agreement with Eagle Rock Capital, to
issue any of the to-be-newly available authorized shares of common
stock for any purpose, including future acquisitions and financings If
so, please disclose by including materially complete descriptions of
the future acquisitions and financing transactions. If not, please
state that you have no such other plans, proposals, or arrangements,
written or otherwise, at this time to issue any of the additional
authorized shares of common stock.
Response: Revised as requested. See pp. 11-12.
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4. Please refer to Release No. 34-15230 and discuss the possible
anti-takeover effects of the increase in authorized shares. Please also
discuss other anti-takeover mechanisms that may be present in your
governing documents or otherwise and whether there are any plans or
proposals to adopt other provisions or enter into other arrangements
that may have material anti-takeover consequences. Inform holders that
management might use the additional shares to resist or frustrate a
third-party transaction providing an above-market premium that is
favored by a majority of the independent stockholders.
Response: Revised as requested. See p. 12.
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Certain Relationships and Related Transactions
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5. We note that pursuant to a stock purchase agreement dated December 12,
2005 you are required to file a registration statement registering
certain shares for resale by Eagle Rock Capital and its affiliates 10
days after the date of your proxy statement. We further note that such
agreement contemplates additional tranches that have yet to be fully
purchased by Eagle Rock Capital. As it appears the tranches
contemplated in the stock purchase agreement constitute a single
private placement, please provide us your analysis as to whether such
private placement has been completed prior to the planned filing of
your registration statement. Please see Rule 152 under the Securities
Act for additional guidance.
Response: On April 17, 2006, Aradyme Corporation and Eagle Rock Capital
entered into a Revised and Restated Stock Purchase Agreement
and a Revised and Restated Registration Rights Agreement that
require all tranches of Eagle Rock Capital's investment to be
fully funded or foregone at the time the registration
statement is required to be filed. (See Current Report on Form
8-K filed April 19, 2006.) Accordingly, we believe the private
placement will be completed at the time the registration
statement is filed. The text of the proxy statement has been
revised to reflect the terms of the revised and restated
agreements. See pp. 16-18.
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Barbara C. Jacobs, Assistant Director
Anne Nguyen, Special Counsel
Daniel Lee
Division of Corporation Finance
U.S. Securities and Exchange Commission
April 21, 2006
Page 3
We acknowledge the following:
o Aradyme Corporation is responsible for the adequacy and
accuracy of the disclosure in the preliminary proxy statement.
o Staff comments or changes to disclosure in response to staff
comments do not foreclose the Securities and Exchange
Commission from taking any action with respect to the
preliminary proxy statement.
o Aradyme Corporation may not assert staff comments as a defense
in any proceeding initiated by the Securities and Exchange
Commission or any person under the federal securities laws of
the United States.
We would be happy to provide additional information you may request or
respond to further inquiries.
Sincerely,
ARADYME CORPORATION
/s/ Scott A. Mayfield
Scott A. Mayfield
Chief Financial Officer