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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 EDGAR
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August 17, 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 August 15, 2006.
Each comment number below corresponds to the number paragraphs in your comment
letter.
COMMENT 1.
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Your attention is directed to Rules 3-01(a) and 3-02(a) of Regulation S-X and
the need for updated financial statements and relate disclosures with respect to
you and GeoVax. Please update your financial information.
RESPONSE
Updated financial statements, selected financial and data and related
disclosures are included in the revised Preliminary Information Statement on
Schedule 14C.
Barbara C. Jacobs
August 17, 2006
Page 2
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COMMENT 2.
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We note your response and revised disclosure with respect to comment 3 of our
letter dated July 28, 2006. Please provide us an analysis with respect to
whether your obtaining of the consents from such stockholders constituted a
solicitation subject to the requirements of Section 14 of the Exchange Act and
the rules promulgated thereunder or otherwise whether an exemption from such
requirements was available.
RESPONSE
In December 2004, Dauphin issued 10,000,000 shares of preferred stock
each of which carried 20 votes (200,000,000 votes total). As a result of the
votes attributed to the preferred stock and the votes attributed to the common
stock, Dauphin has 299,969,028 votes available. In the first quarter of 2005,
Dauphin management, together with the preferred stockholders and their
representatives, met with representatives of Geovax to discuss a possible merger
transaction. Over the next several months, terms of an agreement were
negotiated, which resulted in the execution of a Merger Agreement in January
2006, by and between Dauphin and Geovax and a Form 8-K was filed in connection
therewith.
In March 2006 Dauphin and its four preferred stockholders reached an
impasse as to the terms of the conversion of the preferred stock into shares of
common stock. The parties did not agree as to how many shares of common stock
the preferred stock would be converted into. Litigation between Dauphin and the
preferred stockholders commenced. In May 2006, Dauphin and the preferred
stockholders resolved their differences and a Conversion Agreement was entered
into whereby, among other things, the conversion rate was set at two shares of
common stock for one share of preferred stock and the preferred stockholders
agreed to vote their 200,000,000 votes in favor of the Geovax merger and related
actions. Those votes attributed to the preferred stock, which represents more
than 67% of the total votes available, were not obtained through solicitation
but rather, through a global resolution of issues related primarily to
conversion and other matters.
Although no additional votes or consents were required to approve the
Geovax merger and related transactions, 10 of Dauphin's common stockholders, who
are close to Dauphin and Dauphin's President, executed consents. I have been
informed by Dauphin that these consents were delivered to Dauphin to demonstrate
the support of the transactions by these long time stockholders and close
acquaintances of Dauphin's President. These consents were not required to
approve the GeoVax merger and related transactions and Dauphin believes these
consents were not the result of solicitation.
Barbara C. Jacobs
August 17, 2006
Page 3
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COMMENT 3.
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Your response to comment 3 of our letter dated July 28, 2006 discloses
significant share ownership by holders of our preferred stock. Please note that
Item 403 of Regulation S-K requires disclosure with respect to any class of your
voting securities. Accordingly, please revise your disclosure here to include
your outstanding shares of preferred stock.
RESPONSE
We have revised the Security Ownership Chart and have included the
Preferred Stockholders. As we have described in several places in the Schedule
14C, each share of preferred stock is convertible into 2 shares of common stock.
However each share of preferred stock has 20 votes per shares of preferred
stock. Three of the four preferred stockholders own less than 5% of the issued
and outstanding shares of common stock (assuming such shares of preferred stock
are converted into common stock) but have voting rights in excess of five
percent. We have revised the table to assume conversion of the preferred into
common and included the voting rights in the footnotes to the stockownership
table.
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.
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A. O. Headman, Jr.