October 20, 2005
Mr. James P. Dvorak, Jr.
Re: TEOCO Corporation Request for No-Action Relief
Dear Mr. Dvorak:
In your letter dated October 20, 2005, on behalf of TEOCO Corporation ("TEOCO"), you seek assurances that the staff of the Division of Market Regulation ("Staff") will not recommend enforcement action to the Commission under Section 15(a) of the Securities Exchange Act of 1934 ("Act") if TEOCO implements the stock sale and repurchase program described in your letter ("Plan") without either TEOCO or the directors and employees who administer the Plan registering as broker-dealers in accordance with Section 15(b) of the Act.
Based on the facts and representations set forth in your letter, the Staff will not recommend enforcement action to the Commission if TEOCO and its employees and directors carry out the Plan as described without registering as broker-dealers. In particular, we note that TEOCO stock is not registered under Section 12 of the Exchange Act, that there is no public trading market for the stock, and that the Plan is designed to qualify as a "compensatory benefit plan" within the meaning of Rule 701 under the Securities Act of 1933 ("Securities Act"). The staff position is limited to enforcement action under Section 15 only and does not purport to express any legal conclusions with respect to the applicability of the statutory or regulatory provisions of the federal securities laws, including the applicability of Securities Act Rule 701. Moreover, this response is based upon the representations you have made in your letter, and any different facts or conditions may require a different response.
Brian A. Bussey