-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Kd1E2lndUhKzSFntUYjV/DX2FCCfRPbC8OxzIQqWKdzgKynr08lh10e0tdd/85R9 Iop7rU9B+rpBBaPRuWy9SA== 0000950129-05-003459.txt : 20060406 0000950129-05-003459.hdr.sgml : 20060406 20050407130659 ACCESSION NUMBER: 0000950129-05-003459 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050407 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUPERCONDUCTOR TECHNOLOGIES INC CENTRAL INDEX KEY: 0000895665 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 770158076 FISCAL YEAR END: 0313 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 460 WARD DRIVE CITY: SANTA BARBARA STATE: CA ZIP: 93111 BUSINESS PHONE: 8056904500 MAIL ADDRESS: STREET 1: 460 WARD DRIVE CITY: SANTA BARBARA STATE: CA ZIP: 93111 CORRESP 1 filename1.txt SUPERCONDUCTOR TECHNOLOGIES, INC. 460 Ward Drive Santa Barbara, CA 93111-2358 April 7, 2005 Via Edgar and Facsimile (Fax: 202.942.9594) - ----------------------- Mr. Reggie Norris Division of Corporation Finance SECURITIES & EXCHANGE COMMISSION 450 Fifth Street, NW Washington, DC 20549 Re: Superconductor Technologies Inc. - Preliminary Proxy Statement Dear Mr. Norris: We are responding to your telephone inquiry to our counsel on April 5, 2005. Specifically, we are responding to your questions concerning Proposal 3 in our preliminary proxy statement filed on April 4, 2005 for our upcoming 2005 Annual Stockholders Meeting. In Proposal 3, we are requesting discretionary authority from the stockholders to implement a reverse split of our common stock anytime during the next year in the range of 1-for-2 to 1-for-10. First, you asked whether our payment of cash for fractional shares could reduce the number of holders to less than 300 persons. We assume your question relates to Rule 12h-3 which permits voluntary deregistration of a class of equity securities held of record by less than 300 persons. We checked with our transfer agent and secured a current stockholder list. We had 352 holders of record on March 31, 2005. We reviewed this list and calculated the impact of a 1-for-10 reverse split (the maximum requested under Proposal 3). We found 16 holders with fewer than 10 shares of stock. Thus, the reverse split would eliminate (at most) 16 holders due to the payment of cash for fractional shares. We therefore conclude that, based on our current stockholder list, the reverse split would not reduce the number of record holders below the 300 person threshold of Rule 12h-3. Second, you asked whether the reverse split is the first step to taking the company private. Our reasons for the reverse split are accurately set forth in the proxy statement, and we hereby confirm that the Company does not have any present plan or intention of using the reverse split to take the Company private. We understand that, upon confirmation of the matters covered in this letter, the SEC does not plan to comment further on our preliminary proxy statement and does not object to our filing and mailing the definitive proxy statement. We would appreciate your contacting our counsel to confirm this understanding or, alternatively, your communicating to him any further requests for information. Our counsel is Daniel Christopher of Guth|Christopher LLP, and you may reach him at 310.234.6923. Thank you for your prompt attention to our preliminary proxy statement. Sincerely, SUPERCONDUCTOR TECHNOLOGIES INC. /s/ Martin S. McDermut Martin S. McDermut Senior Vice President, Chief Financial Officer and Secretary Cc: Daniel G. Christopher, Esq. -----END PRIVACY-ENHANCED MESSAGE-----