(SIMPSON THACHER & BARTLETT LLP LOGO)
("CHINESE CHARACTERS")
AMERICAN LAWYERS
ICBC TOWER, 7(TH) FLOOR
3 GARDEN ROAD
CENTRAL, HONG KONG
(852) 2514-7600
---
FACSIMILE: (852) 2869-7694
DIRECT DIAL NUMBER E-MAIL ADDRESS
(852) 2514-7665 jpark@stblaw.com
December 7, 2005
BY HAND
Mr. Owen Pinkerton
Senior Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 Fifth Street, N.E.
Washington, D.C. 20549
RE: WIDERTHAN CO., LTD.
AMENDMENT NO. 3 TO FORM F-1
FILED DECEMBER 7, 2005
FILE NO. 333-129806
Dear Mr. Pinkerton:
We are writing on behalf of our client, WiderThan Co., Ltd. (the
"Company"), in response to your letter, dated December 6, 2005, containing the
comments of the Staff of the Securities and Exchange Commission with respect to
Amendments No. 1 and No. 2 to the Registration Statement on Form F-1 publicly
filed on December 1, 2005 and December 2, 2005, respectively.
Enclosed on behalf of the Company are ten copies of Amendment No. 3 to the
Registration Statement filed with the Commission today, five of which are marked
to show all revisions made to Amendment No. 2 to the Registration Statement
publicly filed on December 2, 2005.
The responses of the Company to the Staff's comments are set forth in this
letter and each response follows the text of the paragraph of the comment letter
to which it relates.
As you are aware, the Company has requested acceleration of effectiveness
of the Registration Statement at 5:00 PM EST on December 8, 2005 and expects to
price the offering shortly thereafter.
* * * * * * * * * *
(SIMPSON THACHER & BARTLETT LLP LOGO)
Securities and Exchange Commission - 2 - December 7, 2005
Financial Statements
1. After reading your most recent response letter, we do not believe that the
transactions costs related to the formation of Melody Share Corporation
should be included in share-based compensation on the statements of
operations. Please revise your filing to classify these costs within
general and administrative expenses.
RESPONSE
In response to the Staff's comment, the Company has revised the financial
statements included in the Registration Statement to classify the
transaction costs related to the formation of Melody Share Corporation
within general and administrative expenses and has made conforming changes
throughout the Registration Statement.
Exhibit 5.1
2. We refer you to opinion paragraph (c). Please strike the following language
from the opinion, "insofar as such statements purport to summarize Korean
tax laws relating to the ADSs (as defined in the Registration Statement)
and the Shares."
RESPONSE
In response to the Staff's comment, the Company has filed a revised opinion
of counsel as Exhibit 5.1 to the Registration Statement which no longer
contains the language referenced in the Staff's comment.
* * * * * * * * * *
(SIMPSON THACHER & BARTLETT LLP LOGO)
Securities and Exchange Commission - 3 - December 7, 2005
Please contact Paul B. Ford at Simpson Thacher & Bartlett LLP (425
Lexington Avenue, New York, New York 10017, telephone number 212-455-2870 and
fax number 212-455-2502) or Jin Hyuk Park at Simpson Thacher & Bartlett LLP
(7(th) floor, ICBC Tower, 3 Garden Road, Central, Hong Kong, telephone number
011-852-2514-7665 and fax number 011-852-2869-7694), if we can be of any
assistance to the Staff in connection with its review of the enclosed Amendment
No. 3 to the Registration Statement. With respect to accounting matters, the
Staff can also contact Mr. Richard Fuchs of PricewaterhouseCoopers at
011-44-207-212-7969 or send him an email at richard.a.fuchs@us.pwc.com.
Kindly acknowledge receipt of this letter by stamping the enclosed copy of
this letter and returning it to our messenger.
Thank you in advance for your cooperation in connection with this matter.
Very truly yours,
/s/ Jin Hyuk Park
Jin Hyuk Park
Enclosures