-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Gplt7m7wQyZcZ4H0aq3fVvjNZ2cGpg6jQa9mrhkAxN8Q1j/xhZb+u0G0SyGuFUCj JqhK0DotXHZd0/l3CdQwPA== 0001019687-07-001837.txt : 20070919 0001019687-07-001837.hdr.sgml : 20070919 20070615162914 ACCESSION NUMBER: 0001019687-07-001837 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070615 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Pacific Ethanol, Inc. CENTRAL INDEX KEY: 0000778164 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 412170618 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 400 CAPITOL MALL, SUITE 2060 CITY: SACRAMENTO STATE: CA ZIP: 95814 BUSINESS PHONE: 916-403-2123 MAIL ADDRESS: STREET 1: 400 CAPITOL MALL, SUITE 2060 CITY: SACRAMENTO STATE: CA ZIP: 95814 FORMER COMPANY: FORMER CONFORMED NAME: ACCESSITY CORP DATE OF NAME CHANGE: 20030627 FORMER COMPANY: FORMER CONFORMED NAME: DRIVERSSHIELD COM CORP DATE OF NAME CHANGE: 20001115 FORMER COMPANY: FORMER CONFORMED NAME: FIRST PRIORITY GROUP INC DATE OF NAME CHANGE: 19920703 CORRESP 1 filename1.htm
Larry A. Cerutti
Direct Dial: (714) 641-3450
E-mail: lcerutti@rutan.com

June 15, 2007


EDGAR CORRESPONDENCE
 
Branch Chief
Division of Corporation Finance
Securities and Exchange Commission
Mail Stop 7010
450 Fifth Street, N.W.
Washington, D.C. 20549-0404
  

Re:
 
Registration Statement on Form S-3
File No. 333-143617            
 
 
 
We have reproduced below in bold font each of your comments set forth in your letter of June 12, 2007, together with the Company’s responses in regular font immediately following each reproduced comment. The Company’s responses in this letter correspond to the numbers you placed adjacent to your comments in your letter of June 12, 2007.
 
General
 
1.
It appears that you may not be eligible to incorporate information by reference and to use Form S-3, since the Form 8-K dated October 2, 2006 was filed late. See Item 3(b) to Form S-3. Please advise.
 
The Company filed a Form 8-K for October 2, 2006 on October 12, 2006 disclosing under Item 1.01 its entry into an amendment to a material definitive agreement. Indeed, the Form 8-K was filed after the four business day deadline. The missed deadline occurred due to inadvertent miscommunication during a period when Company management was intensely involved in negotiating a significant acquisition transaction that was later consummated on October 17, 2006.
 
Jennifer Hardy, Esq.
June 15, 2007
Page 2
 
The Company has reviewed Instruction I.A.3(b) to Form S-3, which provides in relevant part, that the Company must:
 
“[file] in a timely manner all reports required to be filed during the twelve calendar months and any portion of a month immediately preceding the filing of the registration statement, other than a report that is required solely pursuant to Item 1.01, 1.02, 2.03, 2.04, 2.05, 2.06, 4.02(a) or 5.02(e) of Form 8-K. . .”
 
[Emphasis added.]
 
The Company’s Form 8-K for October 2, 2006 filed on October 12, 2006 was a report required to be filed solely pursuant to Item 1.01 of Form 8-K. Accordingly, the Company believes that it remains eligible to utilize Form S-3 and incorporate information by reference.
 
2.
We note that you submitted an application for confidential treatment of an exhibit to your Form 10-Q. We intend to process concurrently the application and the registration statement. Before requesting acceleration of the registration statement’s effectiveness, you must resolve any issues concerning the application.
 
The Company acknowledges that its request for confidential treatment must be processed prior to the effectiveness of the registration statement. The Company looks forward to the Staff’s processing of its request for confidential treatment and will seek to promptly respond to any issues raised by the Staff concerning the request.
 
We trust that the foregoing is responsive to your comments in your letter of comments dated June 12, 2007. If you have any questions, please call me at (714) 641-3450 or my partner John T. Bradley, Esq. at (714) 662-4659.
 
 
 
               /s/ Larry A. Cerutti
 
Enclosure
cc:    Errol Sanderson, Esq.
Christopher W. Wright, Esq.
John T. Bradley, Esq.
 -----END PRIVACY-ENHANCED MESSAGE-----