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Washington, D.C.
February 9, 2005
VIA FACSIMILE
Mark P. Shuman, Esq.
Branch Chief - Legal
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Loudeye Corp. Amendment No. 2 to Registration Statement on Form S-1
(SEC File No. 333-120700) filed February 8, 2005 and Form 10-Q/A
filed February 8, 2005 (SEC File No. 0-29582)
Dear Mr. Shuman:
We have enclosed (i) Amendment No. 2 (the "Amendment") to the registration
statement on Form S-1 of Loudeye Corp., a Delaware corporation (the "Company")
originally filed with the Securities and Exchange Commission (the "Commission")
on November 23, 2004 (the "Registration Statement"), (ii) the Company's
quarterly report on Form 10-Q/A filed with the Commission on February 8, 2005
(the "Form 10-Q/A") and (iii) a letter from the Company requesting acceleration
of the effectiveness of the Registration Statement to 4:30 PM on Thursday,
February 10, 2005.
The Amendment and the Form 10-Q/A reflect revisions made in response to
the comments of the staff of the Commission (the "Staff") and certain other
revisions and updates made by the Company. Please note that in response to
comment 2 of the Staff's comment letter dated January 31, 2005, we have combined
the disclosure that was contained in the risk factor referenced by the Staff in
that comment with the disclosure in the risk factor now captioned "We have
identified material weaknesses in our internal control over financial reporting
which will likely result in an adverse opinion on internal control over
financial reporting being issued by our independent registered public accounting
firm in connection with their annual attestation process" on pages 18 and 19 of
the Amendment to create a single risk factor addressing this subject matter.
FEBRUARY 9, 2005
PAGE 2
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As previously requested by the Staff, the Company confirms the
following:
- The Company is responsible for the adequacy and accuracy of the
disclosure in its filings with the Commission;
- Staff comments or changes to disclosure in response to Staff
comments in the filings reviewed by the Staff do not foreclose the
Commission from taking any action with respect to the filing; and
- The Company may not assert Staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
We are sending courtesy copies of the Amendment (marked to show changes
from Amendment No. 1 to the Registration Statement), of the Form 10-Q/A and of
the Acceleration Request Letter in typeset format to you and to Mr. Hugh Fuller.
If you have any questions or comments regarding this matter, please do not
hesitate to contact me at (213) 891-8746 or John Huber at (202) 637-2242.
Very truly yours,
/s/ W. Alex Voxman
W. Alex Voxman
of LATHAM & WATKINS LLP
Enclosure
cc: Mr. Hugh Fuller
Eric S. Carnell, Esq.
John J. Huber, Esq.