RegAlert2008-06-13
Added · Updated
SEC Division of Corporation Finance no-action letter: Questar Assessment, Inc.
Questar Assessment, Inc. requests confirmation that the SEC Staff will not recommend enforcement action if it files a Form 15 to terminate the registration of its Common Stock under Section 12(g) and suspend reporting obligations under Section 15(d) prior to its April 30, 2008 quarterly report deadline. The Company argues that Rule 12h-3(c) should not preclude this deregistration because it has fewer than 300 record stockholders, has filed all required reports, and has deregistered all outstanding securities under its effective registration statements. The Staff's concurrence allows Questar to simultaneously deregister its stock and suspend periodic reporting despite the existence of previously effective registration statements that had been automatically updated.
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VEOOER PRICE P.C.
1633 BROADWAY. 47TH FLOOR
NEW YORK, NEW YORK 10019
21 2.407-7700
FAX: 21 2.407-7799
STEVEN R. BERGER
212.407-7714 sberger@vedderprice.com
CHICAGO NEW YORK CITY WASHINGTON, O.C. ROSELANO. NJ Rule 12h-3 of the Securities Exchange Act of 1934 E-MAIL: cfletters@sec.gov Division of Corporation Finance Office of Chief Counsel 100 F Street, N.E. Washington, D.C. 20549 Re: Questar Assessment, Inc. (Commission File No. 1-16689) Ladies and Gentlemen:
On behalf of Questar Assessment, Inc., a Delaware corporation ("Questar" or the "Company"), we write to request that the Staff of the Division of Corporation Finance of the Securities and Exchange Commission (the "Commission") confirm that it will not recommend enforcement action to the Commission if, under the circumstances described in this letter, Questar files a certification on Form 15 ("Form 15") to terminate the registration of its common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and to suspend its obligation to file periodic and current reports under Section 15(d) of the Exchange Act with respect to its common stock. In connection with the foregoing, the Company is seeking confirmation that Rule 12h-3(c) will not preclude the Company from filing the Form
15. Subject to receiving the relief requested in this letter, the Company intends to complete the
filing of the Form 15 prior to the filing deadline for its Quarterly Report on Form 10-Q for the fiscal quarter ended April 30,2008. Background Questar (formerly known as Touchstone Applied Science Associates, Inc.) competes exclusively in the educational assessment marketplace. The Company has been a reporting company under the Exchange Act since 1994, and is current in all of its periodic reports through the date of this letter. Questar's fiscal year ends on October 3 1 of each year. As of May 5, 2008, Questar had 3,137,000 shares of common stock, par value $0.0001 per share ("Common Stock") outstanding, held by 70 record stockholders. On May 3 1,2006, the Company acquired all of the outstanding stock of Questar Educational Systems, Inc. ("QES"), and in connection with such acquisition, the Company issued 222,222 shares of its Series A Preferred Stock to the eight former shareholders of QES and 1,666,667 shares of its Series A
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