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COHNE
RAPPAPORT
& SEGAL
- ------------ Richard A. Rappaport Daniel J. Torkelson
A PROFESSIONAL Roger G. Segal Leslie Van Frank
CORPORATION Jeffrey L. Silvestrini Larry R. Keller
David S. Dolowitz A. Howard Lundgren
ATTORNEYS AT LAW Vernon L. Hopkinson Brian F. Roberts
Keith W. Meade Dena C. Sarandos
Ray M. Beck Edward T. Vasquez
A.O. Headman, Jr. Emily Broadhead Smoak
Julie A. Bryan Joshua K. Peterman
Jeffrey R. Oritt Thomas J. Burns
257 East 200 South, 7th Floor Mailing Address
Salt Lake City, Utah 84111 Post Office Box 11008
(801) 532-2666 Salt Lake City, Utah
(801) 238-4606 DIRECT FAX 84147-0008
aoh@crslaw.com DIRECT E-MAIL
Via Federal Express and EDGAR
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August 8, 2006
Mail Stop 6010
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Barbara C. Jacobs
Assistant Director
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Dauphin, Inc.
Revised Preliminary Information Statement on Schedule 14C
File No. 0-52091
Dear Ms. Jacobs:
We have filed a revised Preliminary Information Statement on Schedule
14C with the Commission today via EDGAR. Enclosed herewith are two copies of the
Preliminary Information Statement with changes marked for your convenience. To
facilitate your review of the revised Preliminary Information Statement, we will
respond to each of the comments contained in your letter dated July 28, 2006.
Each comment number below corresponds to the number paragraphs in your comment
letter.
COMMENT 1.
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"We note that you have yet to file several periodic reports for prior
periods. Please file these reports within 10 business days or otherwise
advise us when you plan to do so."
RESPONSE
We have previously forwarded to SEC Staff member Daniel Lee by way of
e-mail (i) a letter dated April 13, 2006 addressed to Ms. Carol Stacey, Chief
Accountant, Division for Corporation Finance, from the law firm of Rieck &
Crotty; and (ii) a response letter dated April 21, 2006 from Mr. Joel K. Levine,
Barbara C. Jacobs
August 8, 2006
Page 2
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Associate Chief Accountant dealing with Dauphin's previous filings. It is our
understanding no additional historical filings are required by Dauphin.
Information Statement on Schedule 14C
-------------------------------------
COMMENT 2.
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"We note that you disclose that GeoVax security holders will own
490,332,879 shares of common stock following the merger. Please revise
your cover page to also disclose the percentage of common stock the
security holders of GeoVax will own after the merger and the percentage
of common stock that the security holders of Dauphin will own after the
merger."
RESPONSE
We have added additional disclosure on the cover page of the
Information Statement to reflect percentage ownership of Dauphin common stock
following the closing of the Merger by GeoVax stockholders, current Dauphin
stockholders and others.
COMMENT 3.
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"Please provide disclosure in your information statement with respect
to the majority stockholders that acted pursuant to the written
consent. Please further elaborate on when the written consent was
provided and how it was obtained. Please provide us a copy of the
written consent for our review. We note your disclosure on page 58
regarding the beneficial ownership of certain security holders. It does
not appear that any stockholder holds a significant portion of your
outstanding equity."
RESPONSE
We have added additional disclosure in the Information Statement about
the identity of the Majority Stockholders. Currently, Dauphin has 99,969,028
shares of common stock issued and outstanding and 10,000.000 shares of preferred
stock issued and outstanding. Each share of Preferred Stock is entitled to 20
votes. Accordingly, there are 299,969,028 votes outstanding. The Majority
Stockholders have 217,975,496 votes or approximately 73% of the total votes
issued and outstanding. The Majority Stockholders are as follows:
Name Votes
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Stavros N. Pagageorgiou 1,500,000 (1)
Helen S. Pagageorgiou 1,500,000 (1)
Nikolaos S. Pagageorgiou 5,000,000 (1)
Vasiliki A. Leandrou 2,000,000 (1)
Per K. Reichborn 3,276,000 (2)
Barbara C. Jacobs
August 8, 2006
Page 3
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Marinis Loukas 2,213,896 (2)
Rick Jones 1,350,000 (2)
Peter M. Tsolinas 1,250,000 (2)
John Douros 1,732,600 (2)
Evangelos Alexandris 1,500,000 (2)
Spiro Angelos 1,000,000 (2)
Dan. Schlapkol 2,045,000 (2)
Edwin E. Fromer 1,000,000 (2)
Mark Robins 2,608,000 (2)
(1) These votes are attributed to shares of preferred stock and were voted
pursuant to a conversion Agreement dated May 15, 2006, a copy of which is
attached hereto.
(2) These votes are attributed to shares of common stock and were obtained
between June 28, 2006 and July 5, 2006. Copies of the consents are attached
hereto.
COMMENT 4.
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"Please advise us concerning the exemption from the registration
provisions of the Securities Act you are relying upon for the issuance
of securities in the merger transaction. Provide us a detailed analysis
of the factual basis for your belief that the exemption is available.
Among other matters, tell us whether the stockholders of GeoVax
receiving your shares in the transaction were accredited or
sophisticated. Please also advise us the nature of the information
delivered to such stockholders or otherwise advise why such information
was not required."
RESPONSE
GeoVax has 32 stockholders of record. Dauphin intends to issue shares
of its common stock to these stockholders without registration in reliance on
Section 4(2) of the Securities Act of 1933 as amended ("Securities Act") and/or
Rule 506 of Regulation D. Dauphin believes that all of GeoVax's stockholders are
accredited investors as that term is defined in Regulation D of the Securities
Act. Dauphin shares issued to GeoVax stockholders will be restricted securities,
and the certificates representing such shares will bear legends restricting
their subsequent resale in the absence of registration under the Securities Act,
or availability of an exemption therefrom. The GeoVax stockholders have been
provided information regarding Dauphin and its business and financial condition,
including copies of Dauphin's periodic reports required to be filed under
Sections 13 or 15(d) of the Exchange Act. In addition, GeoVax stockholders have
met and/or were given the opportunity to ask questions of Dauphin's officers and
directors. Dauphin has previously received accredited investor representations
Barbara C. Jacobs
August 8, 2006
Page 4
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from the GeoVax stockholders and intends to bring these representations current
as a condition of closing. If a GeoVax stockholder is no longer accredited,
Dauphin will require such stockholder to be able to determine the merits and
risk of an investment in Dauphin or appoint a purchaser representative who is
able to determine the merits and risks of an investment in Dauphin.
COMMENT 5.
"You have provided the audited balance sheet for GeoVax as of the year
ended December 31, 2005 and the audited statements of income and cash
flows for the two years ended December 31, 2005. Pursuant to Item
14(c)(2) of Schedule 14A, Item 17(b)(7) of Form S-4 and Rule
14a-3(b)(1) under the Exchange Act, it appears that audited balance
sheets as of the end of each of the two most recent fiscal years and
audited statements of income and cash flows for each of the three most
recent fiscal years for GeoVax are required. Please revise or advise us
otherwise."
RESPONSE
We have revised the Information Statement to include additional
financial statements of GeoVax.
COMMENT 6.
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"It appears that disclosure pursuant to Items 14(b)(8) through (10) of
Schedule 14A is required but have not been provided. Please revise or
advise us otherwise."
RESPONSE
The Preliminary Information Statement has been revised to include the
selected financial data required by Item 14(b)(8) of Schedule 14A and proforma
selected financial data required by Item 14(b)(9) of Schedule A. Proforma
Information required by Item 14(b)(10) is attached to the Preliminary
Information Statement as an annex.
Dauphin Management Discussion and Analysis, page 12
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GeoVax management's Discussion and Analysis or Plan of Operation, page 23
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COMMENT 7.
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"You have provided a comparison of your and GeoVax's results of
operations, respectively, for the years ended December 31, 2005 to that
for the years ended December 31, 2004. Please provide a discussion of
your and GeoVax's results of operations for the year-ended periods you
are required to present in your financial statements."
Barbara C. Jacobs
August 8, 2006
Page 5
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RESPONSE
Dauphin's and GeoVax's Management Discussion and analysis has been
revised in response to comment 7 of your letter.
The Merger Agreement
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Issuance of Shares Prior to Closing, page 44
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COMMENT 8.
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"Please clarify whether Dauphin has issued or will issue the shares
referred to in the table on page 44."
RESPONSE
We have revised the table on previous page 44 (now page 47). The shares
referenced in the table have not been issued but Dauphin anticipates they will
be issued prior to closing. We have revised the table to reflect that 40,000,000
shares, not 42,611,942 shares, will be issued for services rendered. The
remaining 2,611,942 share number is a forced number based upon Dauphin's
agreement with GeoVax as to the maximum number of shares of Dauphin common stock
that may be issued and outstanding immediately prior to closing. The 2,611,942
may or not be issued depending upon shares required for creditors, cash equity
or services.
COMMENT 9.
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"We note your reference to the `shares issued in conversion of debt'
and the `shares issued in conversion of preferred stock.' Please advise
how you plan to convert these securities. For example, did the terms of
the debt and the preferred stock contemplate conversion at the time it
was issued? Does Dauphin plan to revise the terms of the securities
prior to the conversion? If so, please explain. Alternatively, does
Dauphin plan to conduct a tender offer or other transaction?"
RESPONSE
All convertible debt is evidenced by a form of note that states that
Dauphin shall have the right to convert the principal into Conversion Stock
(i.e., $0.001 par value common stock of Dauphin) and that upon such conversion
the holder agrees to waive any accrued interest. Dauphin may exercise this
conversion right without any further action by the holder, after the Company has
amended its Articles of Incorporation to provide sufficient authorized shares of
Conversion Stock to convert all convertible debt. To facilitate the merger
Barbara C. Jacobs
August 8, 2006
Page 6
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between Dauphin and GeoVax, preferred stockholders executed a Conversion
Agreement date May 15, 2006 pursuant to which they agreed to vote their shares
in favor of the merger and to deliver to Dauphin all certificates representing
preferred shares for cancellation and conversion into $0.001 par value common
shares of Dauphin at the closing of the merger. Dauphin does not plan to revise
any securities or to conduct a tender offer or other transaction prior to
conversion of convertible debt and preferred shares.
COMMENT 10.
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"You disclose that you plan to issue aggregate of 40,000,000 shares of
common stock to Hyacinth Resources and to Andrew J. Kandalepas for
services rendered in connection with the merger. Please reconcile this
disclosure with your table on page 44 that discloses that you will
issue 42,611,942 shares of common stock for services."
RESPONSE
Please see our response to comment 8 above. The 2,611,942 amount is a
forced figure based upon the total number of shares that may be issued and
outstanding prior to the closing of the merger. Currently, those shares have not
been allocated to any person or for any purpose. All, part or none of such
shares may be issued prior to closing dependent upon needs and conditions
arising prior to closing.
Conclusion
We believe we have addressed each of your comments and we would like to
a have the Definitive Information Statement mailed to Dauphin stockholders as
soon as possible. If you have any additional questions or need any additional
information, please contact me immediately.
Sincerely,
COHNE, RAPPAPORT & SEGAL
/s/ A. O. Headman, Jr.
A. O. Headman, Jr.