0001437749-13-001881.txt : 20130329 0001437749-13-001881.hdr.sgml : 20130329 20130222164917 ACCESSION NUMBER: 0001437749-13-001881 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAKES ENTERTAINMENT INC CENTRAL INDEX KEY: 0001071255 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 411913991 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 130 CHESHIERE LANE CITY: MINNETONKA STATE: MN ZIP: 55305 BUSINESS PHONE: 6124499092 MAIL ADDRESS: STREET 1: 130 CHESHIRE LANE CITY: MINNETONKA STATE: MN ZIP: 55305 FORMER COMPANY: FORMER CONFORMED NAME: LAKES GAMING INC DATE OF NAME CHANGE: 19980929 CORRESP 1 filename1.htm lakes_corresp-021913.htm
 
 
February 22, 2013

Via EDGAR
Mr. Justin Dobbie
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549


RE:         Lakes Entertainment, Inc.
Registration Statement on Form S-3
Filed January 25, 2013
File No. 333-186211

 
Dear Mr. Dobbie:
 
We are writing in response to the comment we received from you by letter dated February 11, 2013, regarding the above-referenced filing of Lakes Entertainment, Inc. (the “Company,” “we” or “Lakes”).  For ease of reference in this letter, your comment appears in italics directly above the Company’s response.  To respond to your comments, the Company is filing concurrently with this letter pre-effective Amendment No. 1 to the Registration Statement (“Amendment No. 1”), and for your convenience, we will send by e-mail to Donald E. Field a copy of this letter and marked copies of Amendment No. 1 (against the Registration Statement and the applicable exhibits initially filed on January 25, 2013).
 
General
 
1.
We note that you do not appear to be eligible to conduct a primary offering pursuant to General Instruction I.B.1 of Form S-3.  Please advise whether you believe you are eligible to conduct a primary offering on Form S-3 pursuant to this instruction.  To the extent you do not meet the public float requirement and intend to rely upon General Instruction I.B.6, please revise to include the information required by Instruction 7 to General Instruction I.B.6 on the prospectus cover page.
 
We do not believe the Company is eligible to conduct a primary offering on Form S-3 pursuant to General Instruction I.B.1 of Form S-3.  The Company intends to rely upon General Instruction I.B.6 by filing concurrently with this letter pre-effective Amendment No.1 to include the information required by Instruction 7 to General Instruction IB.6 on the prospectus cover page.
 
 
 
 

Should you have any questions, please contact the undersigned at (952) 449-9092.


Very truly yours,

/s/ Timothy J. Cope
 
Timothy J. Cope
President and Chief Financial Officer
 

 
cc:
Gray, Plant, Mooty, Mooty & Bennett, P.A.
 
Daniel Tenenbaum, Esq.
 
Jeffery C. Anderson, Esq.
 
 
Via email, Donald E. Field