SEC – ‘UPLOAD’ from 4/7/05 re: Wright Investors Service Holdings, Inc. – ‘LETTER’

On:  Thursday, 4/7/05, at 9:36am ET   ·   Private-to-Public:  Filing ¶  –  Release Delayed to:  9/27/05   ·   Accession #:  0-5-16709

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Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                   6±    27K 


September 7, 2004                               

Via U.S. Mail and Facsimile                                                     
Jerome I. Feldman                                                               
Chief Executive Officer                                                         
National Patent Development Corporation                                         
77 Westchester Avenue - Fourth Floor                                            
White Plains, NY 10604                                                          

Re:     National Patent Development Corporation                                 
Form S-1 filed on August 26, 2004                               
File No. 333-118568                                             

Dear Mr. Feldman:                                                               

We have the following comments on the above filing. Where       
indicated,                                                                      
we think you should revise your document in response to these                   
comments.  If you disagree, we will consider your explanation as                
to                                                                              
why our comment is inapplicable or a revision is unnecessary.                   
Please                                                                          
be as detailed as necessary in your explanation.  In some of our                
comments, we may ask you to provide us with supplemental                        
information                                                                     
so we may better understand your disclosure.  After reviewing this              
information, we may or may not raise additional comments.                       

Please understand that the purpose of our review process is     
to                                                                              
assist you in your compliance with the applicable disclosure                    
requirements and to enhance the overall disclosure in your filing.              
We look forward to working with you in these respects.  We welcome              
any questions you may have about our comments or on any other                   
aspect                                                                          
of our review.  Feel free to call us at the telephone numbers                   
listed                                                                          
at the end of this letter.                                                      

1. Please disclose when the spin-off will take place.  We note                  
that                                                                            
you did not check the box for delayed or continuous offerings                   
under                                                                           
Rule 415 on the cover page of the prospectus, or include the                    
undertakings required by Item 512(a) of Regulation S-K.                         

2. We note that you have not included page numbers in the                       
registration statement.  Please include them in your next                       
amendment.                                                                      
Make any necessary changes to the page numbers listed in the table              
of                                                                              
contents.  In addition, please ensure that all major sections are               
listed in your table of contents, such as the use of proceeds.                  

Special Considerations                                                          

3. Please use `Risk Factors` as your heading for this section.                  

4. Please revise your risk factor section to avoid generic                      
language                                                                        
like "material adverse effect" or "adversely affected."  Rather,                
state clearly how the risk may affect your results of operations                
or                                                                              
financial condition.  See for example risk factors:  1, 3, 4, 5,                
and                                                                             
6.                                                                              

5. Please refer to risk factors 5 and 8.  Your captions for these               
risk factors merely state a fact without conveying any risk to the              
reader.  Please revise so that your headings clearly and                        
succinctly                                                                      
state the risk to investors and the risk to your business.                      

The Spin-off                                                                    

6. As this section discusses the plan of distribution of these                  
shares, please also disclose the amount of offering expenses                    
specified in Item 511 of Regulation S-K, and who will bear them,                
as                                                                              
required by Item 508(c)(3) and Instruction 2 to Item 508 of                     
Regulation S-K.                                                                 

Material Federal Income Tax Consequences                                        

7. Refer to the It is inappropriate to urge securityholders to                  
consult a tax advisor to ascertain the tax consequences of the                  
spin-                                                                           
off, although you may tell them to consult a tax advisor in light               
of                                                                              
their particular circumstances.  Please revise the final sentence               
of                                                                              
paragraph one and the second sentence of paragraph three.                       

Quotation of National Patent Development Common Stock                           

8. State the basis for your expectation that your common stock                  
will                                                                            
be quoted on the OTCBB, given that the OTCBB is not an issuer                   
listing                                                                         
service, market or exchange.  For example, have you contacted a                 
market maker to sponsor your common stock?                                      

Exhibit 5.1 Legality Opinion                                                    

9. Please revise the opinion to state that counsel is opining on                
Delaware law.                                                                   

Financial Statements                                                            

Note 1, Bullet 7                                                                

10. Bullet No. 7 in Note 1 states that undeveloped real property                
located in Pawling, New York is being held for sale.  The note                  
references disclosure in Note 16(b).  We are unable to find any                 
disclosure that discusses the proposed asset sale. In addition, it              
does not appear that the asset is reflected in the balance sheet                
as                                                                              
held for sale.  If the disposal does not meet all of the criteria               
outlined in paragraph 30 of SFAS 144, expand the disclosure in                  
Note                                                                            
1. Otherwise, please comply with SFAS 144, as appropriate.  In                  
addition, revise the disclosure in the narrative under the                      
caption,                                                                        
Pawling Property.  This comment also applies to the Chestnut Hill               
Reservoir Company property mentioned in bullet 8 of Note 1. Note 2              
indicates the carrying amount of the Pawling property is $2.9                   
million.  The carrying amount of the Chestnut property is not                   
indicated.                                                                      

11. With regard to the information in Note 2 regarding inventory,               
please tell us the amount at each date that is inventory of Five                
Star.  We assume that substantially all of the finished goods                   
component of inventory at June 30, 2004 and December 31, 2003                   
relates                                                                         
to Five Star and that any residual relates to MXL.  If there was a              
significant increase in the inventory relating to MXL since                     
December                                                                        
31, 2002, please explain the reason for the increase to the staff.              
We note that at December 31, 2002, the carrying amount of Five                  
Star                                                                            
inventory is reflected as $23,664 thousand on its separate                      
statements                                                                      
and that Note 6 shows a balance of  $20,222 thousand at about                   
October                                                                         
8, 2003.  Explain the reason for the increase in Five Star                      
inventory                                                                       
between October 8, 2003 and December 31, 2003.                                  

12. We note the company has an option until October 28, 2004 to                 
purchase up to 2,068,966 Series B convertible preferred shares of               
Valera for a price ranging from $0.725 to $0.7585.  On an if-                   
converted basis the company would then own approximately 18.4% of               
Valera as compared to the present level of 15.3%.   Please tell us              
whether the company presently intends to exercise its option or                 
whether the company has made an affirmative decision not to                     
exercise.                                                                       

13. We note the company`s disclosure in Note 5 regarding its                    
investment in Millennium Cell and its conclusion that at December               
31,                                                                             
2003 and June 30, 2004 there was not an other-than-temporary                    
impairment in the carrying amount of the investment, although                   
during                                                                          
the six months ended June 30, 2004 the company sold 223,500 shares              
and realized a loss of $173,000.  At June 30, 2004, the unrealized              
loss on the investment was $884,000.  Based upon current facts and              
circumstances, please explain to us whether the company presently               
believes there is an other than temporary impairment in the                     
carrying                                                                        
amount of its investment in Millennium Cell.  We note that on                   
September 2, 2004 the market price was about $1.50 per share,                   
representing an aggregate market value of about $1,447,156 and an               
additional loss of $375,844 since June 30, 2004.  We note the                   
price                                                                           
at September 2, 2004 compares with the price of $3.50 per share on              
October 17, 2003 when the company acquired 1 million shares valued              
at                                                                              
$3,500,000.  It appears that the present decline in value may be                
other than temporary.                                                           

14. Disclose the amount of each of the components of accumulated                
other comprehensive income. See SFAS 130.                                       

15. Please refer to Note 15, Litigation. Please tell us the result              
of                                                                              
the arbitration hearing concluded on May 24, 2004.                              

Electronic Submissions:                                                         

16. Please cross-reference your reply directly to the comments as               
numbered.                                                                       

17. Provide your written reply to these comments in electronic                  
format                                                                          
pursuant to Section 232.101 of Regulation S-T.                                  

Five Star Products 10-Q for period ending June 30, 2004                         

Note 7  --  Stockholders` Equity:                                               

18. On February 6, 2004 the Company announced that it will                      
repurchase                                                                      
up to 5,000,000 shares of its common stock.  On March 17, 2004 the              
Company announced that it had increased the price it was offering               
to                                                                              
pay for the shares in the tender offer to $0.25 per share and                   
extended the offer to March 31, 2004.  In future filings                        
information                                                                     
the purchase of equity securities by the company should be                      
presented                                                                       
in the format provided in Item 703 of Regulation S-K.                           

Closing                                                                         

As appropriate, please amend your registration statement in         
response to these comments.  You may wish to provide us with                    
marked                                                                          
copies of the amendment to expedite our review.  Please furnish a               
cover letter with your amendment that keys your responses to our                
comments and provides any requested supplemental information.                   
Detailed cover letters greatly facilitate our review.  Please                   
understand that we may have additional comments after reviewing                 
your                                                                            
amendment and responses to our comments.                                        

We urge all persons who are responsible for the accuracy and        
adequacy of the disclosure in the filings reviewed by the staff to              
be                                                                              
certain that they have provided all information investors require               
for                                                                             
an informed decision.  Since the company and its management are in              
possession of all facts relating to a company`s disclosure, they                
are                                                                             
responsible for the accuracy and adequacy of the disclosures they               
have made.                                                                      

Notwithstanding our comments, in the event the company          
requests                                                                        
acceleration of the effective date of the pending registration                  
statement, it should furnish a letter, at the time of such                      
request,                                                                        
acknowledging that:                                                             

?       should the Commission or the staff, acting pursuant to                  
delegated                                                                       
authority, declare the filing effective, it does not foreclose the              
Commission from taking any action with respect to the filing;                   

?       the action of the Commission or the staff, acting pursuant to           
delegated authority, in declaring the filing effective, does not                
relieve the company from its full responsibility for the adequacy               
and                                                                             
accuracy of the disclosure in the filing; and                                   

?       the company may not assert this action as a defense in any              
proceeding initiated by the Commission or any person under the                  
federal securities laws of the United States.                                   

In addition, please be advised that the Division of             
Enforcement                                                                     
has access to all information you provide to the staff of the                   
Division of Corporation Finance in connection with our review of                
your                                                                            
filing or in response to our comments on your filing.                           

We will consider a written request for acceleration of the          
effective date of the registration statement as a confirmation of               
the                                                                             
fact that those requesting acceleration are aware of their                      
respective                                                                      
responsibilities under the Securities Act of 1933 and the                       
Securities                                                                      
Exchange Act of 1934 as they relate to the proposed public                      
offering                                                                        
of the securities specified in the above registration statement.                
We                                                                              
will act on the request and, pursuant to delegated authority,                   
grant                                                                           
acceleration of the effective date.                                             

We direct your attention to Rules 460 and 461 regarding             
requesting acceleration of a registration statement.  Please allow              
adequate time after the filing of any amendment for further review              
before submitting a request for acceleration.  Please provide this              
request at least two business days in advance of the requested                  
effective date.                                                                 

Please contact Don Cavern at (202) 942-1925regarding                
accounting                                                                      
comments and  Franklin Green at (202) 942-4747 regarding legal and              
other disclosure comments.  You may also contact me at (202) 942-               
1950                                                                            
with any other questions.                                                       

Sincerely,                                                                      

Pamela A. Long                                                                  
Assistant Director                                                              

cc:     Ms. Andrea D. Kantor                                                    
Vice-President and General Counsel                              
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Jerome I. Feldman                                                               
National Patent Development Corporation                                         
September 7, 2004                                                               
Page 2                                                                          

UNITED STATES                                                                   
SECURITIES AND EXCHANGE COMMISSION                                              
WASHINGTON, D.C. 20549-0404                                                     

DIVISION OF                                                   
CORPORATION FINANCE                                                             

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Release Delayed to:		9/27/05		CORRESP,  UPLOAD
Filed on:		4/7/05		UPLOAD
		10/28/04		UPLOAD
		9/7/04		UPLOAD
		9/2/04		UPLOAD
		8/26/04		S-1,  UPLOAD
		6/30/04
		5/24/04
		3/31/04
		3/17/04
		2/6/04
		12/31/03
		10/17/03
		10/8/03
		12/31/02
				List all Filings

1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/26/04  Wright Investors Svc Holdings Inc S-1¶        8/25/04   17:925K