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December 22, 2004
VIA EDGAR
Division of Corporation Finance
Securities and Exchange Commission
Washington, D.C. 20549
Attention: Anne Nguyen, Esq.
Re: SIGA Technologies, Inc.
Registration Statement on Form S-3
File No. 333-120742, Filed November 24, 2004
Dear Ms. Nguyen:
On behalf of our client, SIGA Technologies, Inc. (the "Registrant"), we
provide the Registrant's responses to the comments of the Staff of the Division
of Corporation Finance (the "Staff") of the Securities and Exchange Commission
(the "SEC") in its letter to the Registrant, dated December 9, 2004, with
respect to the Registrant's Registration Statement on Form S-3 (the
"Registration Statement") which was filed with the SEC on November 24, 2004.
For the Staff's convenience, the Staff's comments have been stated below
in their entirety, in bold, with the responses to a particular comment set out
immediately under the comment. When indicated, the responses described below are
contained in Amendment No. 1 to the Registration Statement ("Amendment No. 1")
which is being filed with the SEC via EDGAR simultaneously herewith.
We are sending courtesy copies of this letter to you and Jeffrey Riedler
by overnight courier. In addition, for your convenience we are sending copies of
Amendment No. 1 marked to show changes made to the Registration Statement.
Form S-3
Plan of Distribution, starting on page 15
1. Please refer to your statement that "This prospectus covers the sale of
shares of common stock from time to time by the selling stockholders named
in the table above and any of their pledgees, donees, assignees and
successors-in-interest." Please confirm your understanding that selling
stockholders must be named before they can sell pursuant to the
registration statement. The company may substitute new names for the names
of selling stockholders identified in an effective registration statement
by means of a Rule 424(b) prospectus if:
o the change is not material;
Anne Nguyen, Esq.
Division of Corporation Finance
Securities and Exchange Commission
December 22, 2004
Page 2
o the number of securities or dollar amount registered does not change; and
o the new owners' securities can be traced to those identified in the
original registration statement.
We hereby, on behalf of the Registrant, confirm that the selling
stockholders must be named in the prospectus before they can sell pursuant
to the registration statement.
2. Please describe to us the transaction whereby ViroPharma Incorporated and
Marc Collett received the securities of the company that are the subject
of this registration statement.
We call your attention to the Registrant's Current Report on From 8-K,
filed with the SEC on June 9, 2004 and the Registrant's Current Report on
Form 8-K, filed with the SEC on August 24, 2004, both of which address the
transaction whereby ViroPharma Incorporated received the securities of the
Registrant that are the subject of the Registration Statement. In
addition, the Registrant provides additional disclosure regarding said
transaction in Note 4 to the September 30, 2004 Unaudited Condensed
Consolidated Financial Statements and Management's Discussion and Analysis
of Financial Condition and Results of Operations included in the
Registrant's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 2004. We believe that such information, which is
incorporated by reference into the Registration Statement, addresses the
Staff's concern with respect to the Registrant's transaction with
ViroPharma Incorporated.
In addition, it is the Registrant's understanding that Mr. Collett, an
accredited investor, received his shares from ViroPharma Incorporated in a
privately negotiated transaction between ViroPharma Incorporated and Mr.
Collett. The Registrant was not a party to that transaction.
3. We note your statement that "The selling stockholders also may loan or
pledge the shares to a broker-dealer. The broker-dealer may sell the
shares so loaned, or upon a default the broker-dealer may sell the pledged
shares pursuant to this prospectus." Please provide us with a detailed
explanation of the purpose of the contemplated "loan or pledge" of shares
to broker-dealers. Please also describe the mechanics of the "loan or
pledge" and:
o how the transfer will be recorded with respect to each loan or pledge;
o the terms governing the return of the loaned securities; and
o any consideration to be paid for the loans or pledges.
Please also provide us with any contracts related to this arrangement. We
may have further comments upon receipt of your response.
It is the Registrant's understanding that neither selling stockholder
currently contemplates effectuating any sale of the Registrant's
securities covered by the Registration Statement pursuant to the method
raised in the Staff's comment. As such, the Registrant has filed with the
SEC via EDGAR on the date hereof Amendment No. 1 to the Registration
Statement to remove the above referenced text.
4. Additionally, please explain which parties hold the incidents of
ownership, such as title, voting rights, and dividend rights, with respect
to the loaned or pledged securities. We may have further comments upon
receipt of your response.
Anne Nguyen, Esq.
Division of Corporation Finance
Securities and Exchange Commission
December 22, 2004
Page 3
In connection with the Registrant's response to Comment 3 above, we
believe that the Staff's comment is no longer applicable.
5. Finally, please tell us if the broker-dealers intend to sell the "loaned"
securities pursuant to the registration statement. If so, please explain
how you will comply with Item 507 of Regulation S-K and the requirement
articulated in comment 1 above that selling stockholders must be named
before they can sell pursuant to the registration statement.
In connection with the Registrant's response to Comment 3 above, we
believe that the Staff's comment is no longer applicable.
Should you have any questions in regard to this letter please call me at
(212) 715-7616 or my colleague, Scott Weiser, at (212) 715-9479.
Sincerely,
/s/ James A. Grayer
James A. Grayer
cc: Dr. Bernard L. Kasten
SIGA Technologies, Inc.
420 Lexington Avenue, Suite 601
New York, NY 10170
Thomas N. Konatich
SIGA Technologies, Inc.
420 Lexington Avenue, Suite 601
New York, NY 10170