| Keith E. Gottfried | Direct Dial: 202-239-3679 | E-mail: keith.gottfried@alston.com |
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Staff Comment: Please expand your revisions added in response to prior comment 4 to disclose the filing of a definitive proxy statement on April 15, 2014. Also revise to disclose, if true and as set forth in your April 22, 2014 press release, that proxies previously provided to you in connection with that filing have been or will be discarded.
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On April 15, 2014, Echo filed a definitive proxy statement with the SEC in connection with the 2014 Annual Meeting.
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On April 17, 2014, the Platinum Group filed a preliminary proxy statement with the SEC confirming its intention to conduct a proxy contest in connection with the 2014 Annual Meeting and solicit proxies for the election to the Board of Shepard M. Goldberg in opposition to one of the candidates recommended for election by the Board.
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On April 22, 2014, Echo issued a press release commenting on the proxy statement filings made with the SEC by Platinum confirming that it intends to conduct a proxy contest in connection with the 2014 Annual Meeting and indicating that, accordingly, Echo would be filing revised proxy materials with the SEC commenting on Platinum’s opposing solicitation, including a preliminary proxy statement and a revised form of WHITE proxy card. Echo also announced in such press release that, to allow sufficient time for stockholders to receive and review these revised proxy materials, the date of the 2014 Annual Meeting would be rescheduled and a new record date for determining stockholders entitled to notice of, and to vote at, the 2014 Annual Meeting would be set. Echo indicated that it would announce both such dates prior to its mailing to stockholders of the revised proxy materials. Echo also advised stockholders to discard the proxy materials that they may have already received from Echo and were further advised that, to the extent that they have already given a proxy to Echo, whether in writing or via telephone or internet, all such proxies would be discarded. In addition, Echo informed stockholders that, in order for stockholders to vote on the WHITE proxy card in support of the candidates nominated by the Echo Board, stockholders would be required to complete the revised form of WHITE proxy card that would be mailed to them or vote electronically as provided on the revised form of WHITE proxy card.
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Staff Comment: We note your response to prior comment 5. Please revise the disclosure following the September 5, 2013 entry to clarify whether and when a meeting was held with Platinum, who attended and what was discussed.
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On September 12, 2013, Robert F. Doman met with Platinum-Montaur’s representative, Michael M. Goldberg, M.D. During the course of this meeting, Dr. Goldberg discussed with Mr. Doman his views as to the composition of the Board, his belief that Platinum should be able to designate an individual to the Board and potential opportunities for Echo to collaborate with a Chinese entity that may be interested in making an investment in Echo.
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On September 17, 2013, the entire Board (other than Dr. Mooney) met with Michael M. Goldberg, M.D.
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