CUTLER LAW GROUP
Attorneys at Law
www.cutlerlaw.com
September 17, 2008
Barbara C. Jacobs
Assistant Director
Matt Crispino
Jay Ingram
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549-4561
RE: COMPETITIVE TECHNOLOGIES, INC.
AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM S-1
FILED JUNE 6, 2008
FILE NO. 333-152881
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED APRIL 30, 2008
FILED JUNE 12, 2008
FILE NO. 001-08696
Gentlemen and Ladies:
This letter includes responsive comments to your letter dated September 16,
2008 relating to the above referenced Registration Statement. Please note that
we have included a copy of the filing marked to show changes from the original
filing in Portable Document Format ("PDF") format as an attachment to this
letter.
The responses contained herein correspond in Part and Number to the
comments in your letter of September 16, 2008. The page numbers reflect the
page numbers in the PDF copy of the Amended Form S-1, which is included attached
to this response letter.
THE FUSION TRANSACTION, PAGE 14
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1. We note your response to comment 3 of our letter dated September 3, 2008. We
understand from your response and discussions between the Staff and
representatives of the company and Fusion Capital that the language in Section 9
of the Common Stock Purchase Agreement stating that Fusion Capital is not
obligated to purchase shares of the company's common stock in the case of an
event of default is understood by both parties to mean that the company cannot
sell any securities to Fusion Capital under the agreement so long as an event of
default has occurred or is continuing. Please confirm our understanding of the
provision or provide additional clarification as necessary.
Both the Company and Fusion Capital confirm your understanding of the provision
as set forth above and as discussed in our telephone conference on September 15,
2008.
ITEM 17. UNDERTAKINGS. PAGE II- 5
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2. We note your response to comment 5 of our letter dated September 3, 2008.
Please explain why you have included the undertaking required by Item
512(a)(5)(i). It does not appear that the company has omitted information from
the prospectus in reliance on Rule 430B.
We have reviewed the applicable rules and have revised the undertaking to
reflect the undertaking required by Item 512(a)(5)(ii). See page II-6 of the
Amended Registration Statement.
CLOSING COMMENTS
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The Company hereby acknowledges that:
- - the Company is responsible for the adequacy and accuracy of the disclosure
in the filing;
- - staff comments or changes to disclosure in response to staff comments do
not foreclose the Commission from taking any action with respect to the
filing; and
- - the Company may not assert staff comments as defense in any proceeding
initiated by the Commission or any person under the federal securities laws
of the United States.
ACKNOWLEDGEMENT
By: \s\John B. Nano
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John B. Nano, CEO
A courtesy printed version copy of the Amended Filing redlined with all
changes from the original filing, along with a hard copy of this letter has been
forwarded by overnight mail to your office in conjunction with the Edgar filing
of said documents. If you have any further questions or comments, please do not
hesitate to contact us.
Very truly yours,
/s/ M. Richard Cutler
M. Richard Cutler
Cutler Law Group
cc: John B. Nano, Competitive Technologies, Inc.
Rebekah Toton, O'Melveny & Meyers LLP, Counsel for Fusion Capital