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1.
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Item
402(n)(v) and (vi) of Regulation S-K require the summary compensation
table to present the grant date fair value of stock awards and option
awards, computed in accordance with FASB ASC Topic 718, rather than the
dollar amount recognized for financial statement purposes for the fiscal
year(s). Refer to Proxy Disclosure Enhancements, SEC Release
No. 34-61175 (December 16, 2009, effective February 28,
2010). Please confirm, if accurate, that you have complied with
these requirements in your summary compensation table; or
advise. In this regard, it is unclear from footnotes 4 and 5 to
the table the method used to calculate the value of the option awards
presented for fiscal years 2008 and 2009; please provide clarifying
disclosure in future filings.
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2.
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We
note from your proxy statement disclosure that GR Match, LLC, beneficially
owns greater than 5% of the company’s common stock and that one of your
directors, Bennet Van de Bunt, is the manager of GR
Match. Further, we refer to your Form 8-K filed on April 6, and
April 7, 2010, which announce your issuance of a $5.3 million note to GR
Match and your entry into a license agreement with GR Match,
respectively. These transactions with GR Match appear to
constitute material transactions with related persons entered into since
the beginning of the company’s last fiscal year. In light of
the foregoing, please tell us how you determined that such transactions
were not required to be discussed in your proxy statement pursuant to
Items 404(d)(1) and 404(a) of Regulation
S-K.
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Very
truly yours,
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CyberDefender
Corporation
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By:
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/s/ Kevin Harris
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Kevin Harris, Chief Financial
Officer
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