Ciralight Global, Inc.
670 E. Parkridge, Suite 112
Corona, California 92879
(877) 520-5005
July 19, 2010
Securities and Exchange Commission
Division of Corporation Finance
Office of Manufacturing and Construction
100 F Street, NE
Washington, D.C. 20549
Attention: Edward M. Kelly, Esq.
Senior Counsel
Division of Corporation Finance
Re: Ciralight Global, Inc.
Pre-effective Amendment No. 3 to Registration Statement on Form S-1
Filed on June 21, 2010
File No. 333-165638
Dear Madam or Sir,
This letter is in response to your verbal comments to our securities
counsel, David E. Wise, Esq., on July 12, 2010, and further discussion between
Edward M. Kelly, Esq. and Mr. Wise on July 15, 2010, regarding the above
referenced matter ("Verbal Comments"). Ciralight Global, Inc. is filing a fourth
amendment to the referenced Form S-1 ("amendment 4") along with this letter.
Our responses to the Verbal Comments (paraphrased below) follow:
Comment No.1: "Please delete the references to pink sheets on pages 5 and
14 of the filing."
Response: We have amended our filing by deleting the references to pink
sheets from pages 4 and 15.
Comment No. 2: "Please amend your filing to disclose the per share voting
rights of the Series A Preferred Stock."
Response: We have amended our filing on pages 22 and 23 under the heading
"Preferred Stock - Voting Rights" to read in its entirety as follows:
"Voting Rights: As of the date of this prospectus, the holders of our
common stock and Series A Preferred Stock collectively have the right to cast a
total of 16,546,012 votes in the election of directors and for any acquisition
or merger transaction. Each share of Series A Preferred Stock has 5.234 votes
per share. The holder of our 1,000,000 shares of Series A Preferred Stock has
the right to a total of 5,233,556 votes and the holders of our common stock have
the right to a total of 11,312,446 votes.
As long as Mr. Adams or his assignee owns 1,000,000 shares of our Series A
Preferred Stock and at least 3,200,000 shares of our common stock, such holder
shall have the right to vote 51% or 8,433,566 of the 16,546,012 votes necessary
for the election of directors and for any acquisition or merger transaction. It
is our position that if Mr. Adams or his assignee does not meet both ownership
thresholds (i.e., (1) owns all 1,000,000 shares of our Series A Preferred Stock
and (2) owns at least 3,200,000 shares of our common stock, then Mr. Adams or
his assignee can only vote the number of shares of common stock owned and no
super-majority voting rights exist."
We determined the number of votes per share of our Series A Preferred by
the following calculation:
Number of shares of common stock outstanding 11,312,446
Less 3,200,000 shares of common stock that must be owned by holder
of our Series A Preferred Stock to meet threshold (1), above (3,200,000)
Other common shares entitled to vote 8,112,446
Divided by 49 (since 8,112,446 represents 49% of castable votes) 165,560.12
Multiply 165,560.12 by 51 (to determine votes castable by holder of
our Series A Preferred Stock, including 3,200,000 share threshold
for ownership of our common stock) 8,433,566
Less 3,200,000 shares of common stock that must be owned by
the holder of our Series A Preferred Stock (3,200,000)
Total votes castable by the holder of our 1,000,000 shares of
Series A Preferred Stock 5,233,566
Divided by 1,000,000 shares of Series A Preferred Stock equals 5.234 votes
per Series A
Preferred share
General Amendments to Our Filing
In addition to the amendments and revisions described above, we have made
various minor updating revisions to the dates of information in some of the
tables and other sections in the filing (see pages 16, 17, 21, 22, 53, 54,
II-9), updated consents of our auditors and counsel and we have corrected the
spelling of the name of Kenneth Akins, one of the selling shareholders, on page
15. We have also filled in blanks in the table in Item 13, Other Expenses of
Issuance and Distribution.
Please address any further comments to our attorney, David E. Wise, Esq.
Mr. Wise's contact information is set forth below:
Law Offices of David E. Wise
Attorney at Law
The Colonnade
9901 IH-10 West, Suite 800
San Antonio, Texas 78230
Telephone: (210) 558-2858
Facsimile: (210) 579-1775
Email: wiselaw@gvtc.com
Sincerely,
By: /s/ Jeffrey S. Brain
- --------------------------------
Jeffrey S. Brain
President