CROWE & DUNLEVY
ATTORNEYS AND COUNSELORS AT LAW
September 8, 2005
VIA EDGAR AND
VIA FACSIMILE (202) 772-9220
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Carrie Darling
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E., Mail Stop 7010
Washington, D.C. 20549
Re: GMX Resources Inc.
Registration Statement on Form S-3
Filed August 5, 2005
File No. 333-127254
Form 10-KSB for Fiscal Year Ended December 31, 2004
Filed March 31, 2004
File No. 0-32325
Dear Ms. Darling:
GMX Resources Inc. (the "Company") submits the following in response to the
staff's comment letter dated September 2, 2005, with reference to the
above-identified filings:
Selling Security Holders, page 2 of the Prospectus included in the Registration
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Statement
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The staff suggests that the Company disclose how its security holders
acquired their shares. Under the heading "The Offering" on page 1 of the
prospectus, the Company discloses the following:
This prospectus relates to the resale by selling security holders from
time to time of up to 1,600,000 shares of our common stock.
On July 18, 2005, GMX closed a private placement of 1,600,000 shares
of its common stock to the selling security holders. Pursuant to a
Registration Agreement by and between GMX and such investors, GMX agreed to
file a registration statement, of which this prospectus forms a part, to
cover the resale of such shares of common stock.
The Company believed such disclosure adequately explained, for purposes of the
registration statement and prospectus, the manner by which the security holders
acquired the shares that are the subject of the registration. If the staff
believes more information is required, please advise.
TULSA
500 KENNEDY BUILDING
321 SOUTH BOSTON AVENUE
TULSA, OK 74103-3313
TEL: 918.592.9800 o FAX: 918.592.9801
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www.crowedunlevy.com
Carrie Darling
September 8, 2005
Page 2
The staff also requested disclosure of broker-dealer status or affiliation
with respect to each of the security holders. Only the following security
holders have reported that they are affiliated with a broker-dealer, and each
has certified to the Company that it acquired the shares being registered in the
ordinary course of business and, at the time of acquisition, had no arrangement
or understanding with any person to distribute the shares:
US Bank, NA Cust FBO First American
Sm. Cap. Growth Opportunities Fund
State Street Bank and Trust Custodian
for Burroughs Welcom Fund
US Bank, NA Cust FBO Milwaukee
Foundation US Bank Microcap Fund
US Bank, NA FBO St. Paul Electrical
Construction Workers Pension Plan
US Bank, NA Cust FBO St. Paul Electrical
Construction Workers Supply Pension Plan
US Bank, NA tru/a Richard D. Waterfield
Tr DTD 10/19/1999
The Company will add the following footnote in the final prospectus with respect
to each such security holder:
Each of US Bank, NA Cust FBO First American Sm. Cap. Growth Opportunities
Fund, State Street Bank and Trust Custodian for Burroughs Welcom Fund, US
Bank, NA Cust FBO Milwaukee Foundation US Bank Microcap Fund, US Bank, NA
FBO St. Paul Electrical Construction Workers Pension Plan, US Bank, NA Cust
FBO St. Paul Electrical Construction Workers Supply Pension Plan, US Bank,
NA tru/a Richard D. Waterfield Tr DTD 10/19/1999, is affiliated with a
registered broker-dealer. Each of such security holders has also certified
to the Company that it purchased its shares that are the subject of this
registration and offering in the ordinary course of business, and, at the
time of such purchase, it had no agreements or understandings, directly or
indirectly, with any person to distribute the shares.
Each of the other security holders identified under the heading "Selling
Security Holders" has certified to the Company that it is not a broker-dealer
and is not affiliated with a broker-dealer.
Form 10-KSB for the Fiscal Year Ended December 31, 2004
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The Company did not include a disclosure under Item 308(c) of Regulation
S-B because, at the time of filing its annual report, the Company had no changes
to its internal controls to report and did not believe a negative disclosure to
that effect was required. The Company has since become aware of the staff's
position on this issue and has included a negative disclosure in each of its
quarterly reports filed since then. See Item 3 of the Company's Quarterly
Reports on Form 10-QSB for the quarterly period ended March 31, 2005, filed on
May 12, 2005 and for the
Carrie Darling
September 8, 2005
Page 3
quarterly period ended June 30, 2005, filed on August 9, 2005. The Company will,
of course, continue to make the required disclosure in all future filings and
suggests that an amendment to the Company's annual report on Form 10-KSB for the
fiscal year ended December 31, 2004, is not necessary under the circumstances.
If the staff believes otherwise, please advise.
Under the assumption that the forgoing adequately addresses the concerns
expressed by the staff, the Company is simultaneously requesting acceleration of
the effective date of the registration statement.
If you have any questions, please do not hesitate to contact me at the
number provided above. As always, the Company appreciates the prompt attention
of the Commission to its registration statement and the matters addressed
herein.
Very truly yours,
/s/ Jeffrey T. Hills
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Jeffrey T. Hills
cc: Ken L. Kenworthy, Sr.
Michael M. Stewart