Jenkens & Gilchrist Parker Chapin LLP
THE CHRYSLER BUILDING
405 LEXINGTON AVENUE AUSTIN, TEXAS
NEW YORK, NEW YORK 10174 (512) 499-3800
CHICAGO, ILLINOIS
(212) 704-6000 (312) 425-3900
FACSIMILE (212) 704-6288 DALLAS, TEXAS
(214) 855-4500
www.jenkens.com HOUSTON, TEXAS
(713) 951-3300
Martin Eric Weisberg LOS ANGELES, CALIFORNIA
(212) 704-6050 (310) 820-8800
mweisberg@jenkens.com SAN ANTONIO, TEXAS
(210) 246-5000
WASHINGTON, D.C.
(202) 326-1500
October 15, 2004
VIA EDGAR AND FACSIMILE
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Ms. Barbara C. Jacobs
Assistant Director
Securities and Exchange Commission
Division of Corporate Finance
Mail Stop 4-6
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Ramp Corporation
Preliminary Proxy Statement filed on October 1, 2004, File No. 1-15805
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Dear Ms. Jacobs:
We have reviewed your comment letter dated October 8, 2004 to the
Preliminary Proxy Statement (the "Proxy Statement") of Ramp Corporation (the
"Company"). On behalf of the Company and based upon the Company's
representations to us, we hereby respond to each comment set forth in your
comment letter. The numbered paragraphs in this letter correspond to the
consecutively numbered paragraphs in the comment letter.
PROPOSAL 2: REVERSE STOCK SPLIT
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1. For the Staff's information, as of the Record Date set forth in the Proxy
Statement, the Company had 559 holders of record of common stock, par value
$.001 per share ("Common Stock"). As a result of the proposed reverse stock
split, 34 holders of record of Common Stock held less than sixty shares of
Common Stock and could be eliminated as a result of the reverse split, with a
minimum number of record holders of 525.
2. For the Staff's information, the Company and its outside counsel are aware of
Rule 10b-17 promulgated under the Securities Act of 1933, as amended and the
Company undertakes to
Jenkens & Gilchrist Parker Chapin LLP
Ms. Barbara C. Jacobs
Assistant Director
Securities and Exchange Commission
October 15, 2004
Page 2
comply with such rule in connection with the process of implementing the reverse
stock split, if approved by stockholders and implemented by the board of
directors.
PROPOSAL 3: 2005 STOCK INCENTIVE PLAN
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3. As requested by the Staff, the Company has revised the third paragraph under
Proposal 3 to state that the Company is providing a materially complete summary
of the 2005 Stock Incentive Plan in accordance with Item 10(a)(1) of Schedule
14A and has eliminated statements that the description does not purport to be
complete and is qualified in its entirety by reference to the full text of the
plan.
4. As requested by the Staff, the Company has revised the disclosure regarding
the 2005 Stock Incentive Plan in accordance with Item 10 of Schedule 14A to add
the following under the heading "Equity Compensation Plan Information":
"In addition to the issuance of Common Stock under our stock option
plans set forth in the above table, we have prior obligations to pay a retention
bonus to certain of our current and former employees and consultants in the
aggregate principal amount of $1,869,510. We anticipate that these obligations
shall be paid through the issuance of restricted shares of Common Stock to be
issued under the 2005 Plan, if such plan is approved by stockholders. We will
enter restricted stock agreements with such persons on terms and conditions to
be agreed upon. The number of such restricted shares to be issued will be based
upon the market price of the Common Stock and other factors."
CONCLUSION
We have enclosed marked pages of the Proxy Statement showing the
changes set forth above. If acceptable to the Staff, we respectfully request
that the Company be allowed to file a definitive proxy statement with the
Commission which shall include the additional disclosures set forth herein.
Please feel free to call me at (212) 704-6050 or my colleague, Stephen
G. Cordaro at (212) 704-6073 if you have any questions or if you require further
information.
Very truly yours,
/s/ Martin Eric Weisberg
Martin Eric Weisberg
cc: Mr. Andrew Brown
Stephen G. Cordaro, Esq.