[McGuireWoods LLP Letterhead]
January 30, 2007
Russell Mancuso, Esq.
Branch Chief
Division of Corporation Finance
Security and Exchange Commission
100 F Street, N.E.
Mail Stop 6010
Washington, D.C. 20549
VIA FACSIMILE 202-772-9210
Re: Diomed Holdings, Inc.
Registration Statements on Form SB-2
Filed 11/13/06, As Amended by Amendment No. 1 Filed 1/26/07
(SEC File No. 333-138587)
Dear Mr. Mancuso:
On behalf of our client, Diomed Holdings, Inc. (the "Company"), this
letter (the "Response Letter") constitutes the Company's response to your letter
dated January 29, 2007 (the "Comment Letter") setting forth the Staff's comments
to the Registration Statement referenced above. Please note that all factual
information with respect to the Company included in this letter was provided to
us by the Company. For ease of reference, we have restated the Staff's comment
in italicized text and provided our responses below.
General
1. Please update your disclosure, as appropriate, given the completion of
your most recent fiscal year. For example, you should update your
executive compensation disclosure.
Contemporaneously with the filing of this Response Letter, the Company is filing
a further amendment (the "Amendment") including updated information for the
Company's executive compensation for the fiscal year ended December 31, 2006
reflecting the applicable disclosure requirements under the amended provisions
of Regulation SB, updated beneficial ownership information and certain other
updated information.
2. Please tell us when you intend to amend your other pending registration
statements to reflect the changes to the selling shareholders information
that you provided in letters to us.
The Company will file appropriate amendments to the previously filed
registration statements within three to five business days following the
effectiveness of the Registration Statement.
Security Ownership of Certain Beneficial Owners and Management, page 70
3. We note your response to comment 2 in your letter dated December 6, 2006
indicated that you would include the identity of the natural persons who
beneficially own the shares held by each of the entities named in the
principal stockholders table. Please include that information in your next
amendment.
The Amendment includes this information.
Information Regarding the Selling Stockholders, page 74
4. We note from footnote (v) to your selling stockholders table that Portside
Growth and Opportunity Fund appears to be an affiliate of a broker-dealer.
If a selling securityholder is an affiliate of a broker-dealer, it must be
identified as an underwriter with respect to the securities it is offering
for resale unless that selling securityholder is able to make the
following representations in the prospectus:
o the seller purchased in the ordinary course of business; and
o at the time of the purchase of the securities to be resold, the
seller had no agreements or understandings, directly or indirectly,
with any person to distribute the securities.
The Company has been advised that Portside Growth and Opportunity Fund is able
to make the above-referenced representations. The Amendment reflects the status
of Portside Growth and Opportunity Fund as an affiliate of a broker-dealer and
includes the above-referenced representations on behalf of Portside Growth and
Opportunity Fund by way of the asterisk appearing as a note to the selling
shareholders table.
* * *
I trust that the above information is helpful and fully responds to the
Comment Letter. Should there be any questions, please do not hesitate to contact
the undersigned (direct telephone no. 212-548-2160) or, in my absence, you may
speak with my colleague, Patrick Zabatta (direct telephone 212-548-2164).
Yours truly,
/s/ William A. Newman
William A. Newman
Copy: Tim Buchmiller, Esq.
James A. Wylie, Jr.