[Broad and Cassel Logo] 7777 GLADES ROAD
SUITE 300
BOCA RATON, FLORIDA 33434
TELEPHONE: 561.483.7000
FACSIMILE: 561.483.7321
www.broadandcassel.com
NINA S. GORDON, P.A.
DIRECT LINE: (561) 218-8856
DIRECT FACSIMILE: (561) 218-8978
EMAIL: NGORDON@BROADANDCASSEL.COM
May 23, 2005
VIA EDGAR TRANSMISSION
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: 21st Century Holding Company
Preliminary Proxy Statement for 2005 Annual
Meeting
Responses to Comment Letter
Ladies and Gentlemen:
On behalf of 21st Century Holding Company (the "Company"), we respectfully
submit the following responses to your comment letter dated April 27, 2005 (the
"Comment Letter"), together with the preliminary proxy statement as amended in
response to these comments (the "Amended Proxy Statement"). In addition, we have
provided the supplemental information that you have requested.
The numbering below corresponds to the numbering in the Comment Letter.
General
1. The Company will file soliciting material, if any, to be used by any
person soliciting proxies on the Company's behalf, as required by the
proxy rules.
2. Each proposal was unanimously recommended by the Company's Board of
Directors, and the Amended Proxy Statement has been revised accordingly on
pages 5 and 19.
Beneficial Security Ownership
3. The natural person who holds voting and dispositive power over the shares
beneficially owned by Whitebox Advisors, LLC has been disclosed in Note 14
on page 4 of the Amended Proxy Statement.
BOCA RATON O FT. LAUDERDALE O MIAMI O ORLANDO O TALLAHASSEE
O TAMPA O WEST PALM BEACH
U.S. Securities and Exchange Commission
May 23, 2005
Page 2
Proposal One: Election of Directors
4. The Amended Proxy Statement has been revised on pages 5 and 6 to add
additional dates to the biographies for Messrs. Dorf and Prygelski to
clarify their respective business experience during the past five years.
Proposal Two: Approval of the Possible Issuance of 20% or More of Our Common
Stock
5. The Company believes that disclosure, via incorporation by reference, of
the items specified in Item 13(a) of Schedule 14A is not material to a
shareholder's understanding of the proposal and the impact on him or her,
and to the shareholder's exercise of prudent judgment, particularly as the
disclosure has been expanded. We believe that this analysis is consistent
with Instruction 1 to Item 13.
6. The requested disclosure has been added on pages 16 and 17 of the Amended
Proxy Statement, under the subheading "Possible Future Issuances of Common
Stock Pursuant to Our Notes and Warrants."
7. The requested disclosure has been added on page 17 of the Amended Proxy
Statement, under the subheading "Possible Future Issuances of Common Stock
Pursuant to Our Notes and Warrants."
8. A description of the registration rights given to these holders has been
added on page 16 of the Amended Proxy Statement, under the subheading
"Registration Rights Granted to Holders of Notes and Warrants."
9. The Company has expanded and clarified its disclosure regarding the
validity of the original issuance of the note and warrants, versus the
what could possibly violate Nasdaq rules. Please see pages 17 and 18 of
the Amended Proxy Statement, under the subheading "Effect of Failure to
Comply with Nasdaq Rule."
10. The requested disclosure has been added on page 18 of the Amended Proxy
Statement, under the subheading "Effect of Failure to Comply with Nasdaq
Rule."
11. The requested disclosure has been added on page 18 of the Amended Proxy
Statement, under the subheading "Effect of Failure to Obtain Shareholder
Approval for this Proposal."
12. The Company has corrected the description of the warrants received by the
purchasers in the private placement. Please see page 15 of the Amended
Proxy Statement.
13. The number of warrants issued to the placement agent has been specified on
page 17 of the Amended Proxy Statement.
BOCA RATON O FT. LAUDERDALE O MIAMI O ORLANDO O TALLAHASSEE
O TAMPA O WEST PALM BEACH
U.S. Securities and Exchange Commission
May 23, 2005
Page 3
14. The Company's use of the proceeds to date has been described on page 15 of
the Amended Proxy Statement.
Proxy Card
15. The Company has added as a separate proposal the grant of discretionary
authority for the persons named as proxy to vote on a proposal to adjourn
the annual meeting to solicit additional votes. Please see the Notice of
Annual Meeting of Shareholders, pages 1 and 2 of the Amended Proxy
Statement, and the amended form of proxy card.
Please call me at my direct number above if you would like to discuss any
of our responses. Thank you very much for your assistance.
Very truly yours,
BROAD AND CASSEL
/s/ Nina S. Gordon
-----------------------------------------
Nina S. Gordon, P.A.
cc: Richard A. Widdicombe
BOCA RATON O FT. LAUDERDALE O MIAMI O ORLANDO O TALLAHASSEE
O TAMPA O WEST PALM BEACH