Berliner McDonald
o
A Professional Corporation
Attorneys at Law
5670 Greenwood Plaza Blvd.
Suite 418
Greenwood Village, Colorado 80111-2408
(303) 830-1700
(303) 830-1705 Fax
Steven W. McDonald
smcdonald@berlinermcdonald.com
May 24, 2005
By Facsimile and U.S. Mail
Jim B. Rosenberg
Frank Wyman
Lisa Vanjoske
Securities and Exchange Commission
450 Fifth Street, N.W.
Mail Stop 03-09
Washington, DC 20549
Re: Procyon Corporation - SEC Comment Letter dated May 4, 2005
SEC File No. 0-17449
Lady and Gentlemen:
This firm represents Procyon Corporation (the "Company"). We have reviewed
the Staff's comments to the annual report on Form 10-KSB for the fiscal year
ended June 30, 2004, filed September 28, 2004, as set forth in the Staff's
letter to John C. Anderson dated May 4, 2005. This letter is also being filed
electronically on EDGAR as correspondence.
Responses to Staff Comment
The Company makes the following responses to the Staff's comments.
Financial Statements
Note E - Commitments and Contingencies - page F-10
- --------------------------------------
1. Accounting for purchases under the contract between Sirius Medical and
its supplier are recorded at the contracted price at the time of sale for the
year. The contract provides for a purchase of a certain amount of units per year
at a specified price. If for some unforseen event Sirius were to fall short on
the purchase agreement, the vendor would charge back the amount of shortfall.
Based upon the terms of the contract, if Sirius failed to meet the overall
Berliner McDonald P.C.
Securities and Exchange Commission
May 24, 2005
Page 2
annual unit purchase requirement, but met the next lower level of purchases, it
would be required to pay a charge back to the supplier in the amount of $3.00
per unit. Sirius bases its forecast of purchases from this supplier on a
conservative basis. The contract may also be adjusted on a quarterly basis if
the Company is not forecasted to meet the annual requirements. The vendor sales
representative responsible for Sirius' account has the discretion to not charge
a charge back if Sirius falls short. In addition, the Company evaluates the
quantity purchased each quarter and makes additional purchases, if necessary and
financially sound, to meet the minimum required quantity. This charge back is
evaluated by the vendor each quarter and the Company accrues an appropriate
amount if a charge back is anticipated. Over time, Sirius has been able to more
accurately forecast its needs, and consequently has not been charged back for
failure to meet requirements. Thus, no charge back occurred in the fiscal year
ended June 30, 2004 and none is anticipated in the current fiscal year. On a
worst case scenario, if Sirius substantially failed to purchase any units from
this supplier, the total charge back to Sirius would be less than $15,000.
Management feels this amount is not material to the accuracy of the Procyon
financial statements.
Procyon has not quantified the annual volume of supplies purchased from
this vendor, has not disclosed the amount of the current discount, the minimum
purchase levels required by the contract nor the potential future impact from a
charge back, if one were required. Procyon has not disclosed these items, as
management believed that these matters were not required to be disclosed, based
on the Statement of Position 94-6, Disclosure of Certain Significant Risks and
Uncertainties ("SOP 94-6"). Procyon believed that while there is concentration
of products purchased from this vendor, the concentration did not make the
Company vulnerable to the risk of a near-term severe impact, as defined in SOP
94-6. Sirius also has the ability to purchase the same product from third party
vendors at a slightly higher price. Further, management believed that it was not
reasonably possible that this event could cause severe near-term impact to the
Company.
Company Acknowledgments
- -----------------------
Pursuant to your request, the Company has authorized me to state on its
behalf its acknowledgment that:
o the Company is responsible for the adequacy and accuracy of the disclosure
in the filings;
o Staff comments or changes to disclosure in response to Staff comments do
not foreclose the Commission from taking any action with respect to the
filings; and
o the Company will 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.
Berliner McDonald P.C.
Securities and Exchange Commission
May 24, 2005
Page 3
Please let me know if you have any further questions or comments. We hope
to hear from you soon.
Very truly yours,
BERLINER MCDONALD P.C.
Steven W. McDonald
Counsel for Procyon Corporation
SWM:tdt
Enclosures
cc: John C. Anderson
James B. Anderson