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<SEC-DOCUMENT>0000000000-05-010386.txt : 20060809
<SEC-HEADER>0000000000-05-010386.hdr.sgml : 20060809
<ACCEPTANCE-DATETIME>20050304114447
<PRIVATE-TO-PUBLIC>
ACCESSION NUMBER:		0000000000-05-010386
CONFORMED SUBMISSION TYPE:	UPLOAD
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20050304

FILED FOR:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BOVIE MEDICAL CORP
		CENTRAL INDEX KEY:			0000719135
		STANDARD INDUSTRIAL CLASSIFICATION:	SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841]
		IRS NUMBER:				112644611
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		UPLOAD

	BUSINESS ADDRESS:	
		STREET 1:		734 WALT WHITMAN ROAD
		CITY:			MELVILLE
		STATE:			NY
		ZIP:			11747
		BUSINESS PHONE:		5164215452

	MAIL ADDRESS:	
		STREET 1:		734 WALT WHITMAN ROAD
		CITY:			MELVILLE
		STATE:			NY
		ZIP:			11747

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	AN CON GENETICS INC
		DATE OF NAME CHANGE:	19920703
PUBLIC REFERENCE ACCESSION NUMBER:		0001121888-05-000007
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<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>




Mail Stop 03-06



March 4, 2005

Andrew Makrides
President, Chief Executive Officer
Bovie Medical Corporation
734 Walt Whitman Road
Melville, New York 11747


Re:	Bovie Medical Corporation
	Amendment No. 1 to Registration Statement on Form S-3
	Filed February 15, 2005
	And Documents Incorporated by Reference
	File No. 333-120741

Dear Mr. Makrides:

      We have reviewed your revised filings and have the following
comments.  Where indicated, we think you should revise your
documents
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Amendment No. 1 to Registration Statement on Form S-3

General

1. Update your prospectus with material developments since the end
of
your third quarter, including known, material financial results
for
the forth quarter and full year.  If there are no material
changes,
please provide a supplemental representation to that effect.
Consideration should also be given to the updating requirements of
Item 310(g) of Regulation S-B.

Prospectus

2. Only a one-page cover may precede your prospectus cover.
Although
we do not object to the placement of the table of contents, other
disclosure preceding the summary should be relocated.

Cover Page of Prospectus

3. We note that you have included the last reported sale price of
your common stock on November 19, 2004.  Please update the last
reported sale price of your shares of common stock to a more
recent
date.

Risk Factors - Page 4

4. We note the revisions you have made to the second sentence of
you
introductory paragraph to your "Risk Factors" section.  Since
presumably registrants can only describe material risks that are
known to them, it is not clear why your disclosure is qualified by
reference to other risks of which you are not aware.  Please
revise.

We distribute a significant amount of our products - Page 4

5. Please expand your disclosure in response to comment 8 to be
more
specific.  For example, where in the "Middle East" do you have
distributors?  Where in "South America" do you operate that is
subject to the noted instability?  What trade protection measures
and
licensing requirements in "Asia" affect you?  What changes in the
tax
law are at issue?

6. We note your disclosure in the third paragraph that
"international
sales aggregated approximately $2.4M."  Please indicate the period
in
which you derived these sales.

If we are unable to protect our proprietary - Page 7

7. Please reconcile the disclosure in this risk factor with the
disclosure in your10-KSB in response to comment 19.  If your
patents
are immaterial, please clarify the risk to your unprotected
material
intellectual property.

Where you can find more information - Page 9

8. We reissue the portion of our prior comment number 6 that
indicated that Item 12 of Form S-3 does not permit incorporation
by
reference of a previously filed proxy statement.  Please revise
accordingly.

9. Please revise so that it is clear that the documents you have
incorporated by reference into your prospectus include your annual
and quarterly reports as amended to date.

10. Please tell us why you have not included your current report
on
Form 8-K filed on December 30, 2004 in your list of filings that
you
are incorporating by reference into your registration statement.
Please refer to Item 12(a)(2) of Form S-3.

Selling Stockholders - Page 10

11. We note from your response to our prior comment number 11 that
three of the selling stockholders are affiliated with broker-
dealers.
As such, and with respect to each such selling stockholder, please
revise your prospectus to state, if true, that:

* such seller purchased their respective shares in the ordinary
course of business; and

* at the time of such seller`s purchase of the securities being
registered for resale, such seller had no agreements or
understandings, directly or indirectly, with any person to
distribute
the securities.

Please note that if you are unable to make these statements in
your
prospectus you must amend your registration statement before
effectiveness to be on a Form for which you are eligible to make a
primary offering, and the prospectus must state that each
applicable
seller is an underwriter.

Signatures

12. Ensure that the registrant`s signature is currently dated.

Exhibit 5

13. Counsel also must consent to being named in the prospectus.

Exhibit 23

14. Revise to provide an updated accountants` consent with any
amendment to the filing.  We note that the consent is dated in
March
25, 2004.  Additionally, we note that the consent refers to "our
report dated March 25, 2004," please update the consent to reflect
the dual dated report included in the 10-KSB/A.

Amended Annual Report on Form 10-KSB/A for the year ended December
31, 2003

Item 1 - Description of Business - Page 1

15. Expand your response to comment 15 to address whether your
financial commitments under the agreement are material given your
current resources.

16. We note that you have filed the Manufacturing and Development
Agreement between you and Arthrex as Exhibit 99.1 to your
registration statement on Form S-3.  Please tell us why this
agreement should not be listed in your exhibit index as a material
contract pursuant to Item 601(b)(10) of Regulation S-B in your
annual
report on Form 10-KSB/A.  In addition, please provide a brief
description of the material terms of your agreement/relationship
with
Arthrex in "Item 1 - Business Description" of your Form 10-KSB/A.

New Products - Page 3

17. Please expand your response to comment 17 to clarify why you
have
highlighted an agreement in your annual report that you
supplementally represent is immaterial.  Also tell us the amount
you
will need to commit to bring the related product to market and why
that amount is immaterial to you.

Item 6 - Management`s Discussion and Analysis - Page 8

Results of Operations - Page 8

18. We refer to our prior comment number 22.  Please clarify
whether
any of the particular products in your cauteries and
electrosurgical
product categories have accounted for a material portion of your
product sales within each of these categories.

19. Please expand your discussion to indicate the reasons for the
material variations in the sales of your product categories over
the
periods presented.  As one example, please describe the reasons
for
the significant increase in sales of your electrosurgical products
to
the OEM customer which accounted for $3.6 million of your sales in
2003.  Please clarify, if true, that this OEM customer was
Arthrex.

20. We note that your sales to the OEM customer accounted for more
than 10% of your sales and a significant portion of your growth.
As
such, please expand your disclosure in "Item 1. Description of
Business" to briefly describe your dependence on one or a few
major
customers in accordance with Item 101(b)(6) of Regulation S-B.

Item 9 - Directors, Executive Officers, Promoters and Control
Persons
- - Page 15

21. We reissue comments 26 and 27.  Please provide all required
disclosure for this item in this section.  Ensure to use all
proper
captions; see Item 405(a)(1) of Regulation S-B.

Item 10 - Remuneration - Page 17

22. We note that you have revised to remove the compensation
disclosures for Mr. Kozloff and Mr. Sablowski, and that you have
not
provided compensation disclosure for Mr. Peabody, your Chief
Financial Officer.  Supplementally describe how your disclosures
provide the required information with respect to each of these
persons covered by Item 402(a)(2) of Regulation S-B.  If your
compensation tables do not provide all of the required
disclosures,
please revise.

Item 11 - Security Ownership of Certain Beneficial Owners and
Related
Transactions - Page 21

23. Beneficial ownership must be calculated as directed in
Instruction 3 to Regulation S-B Item 403.  Securities that are not
outstanding are not included in the calculation of an individual`s
percentage ownership unless that individual has the right to
acquire
those securities within 60 days.  However, footnote (i) to your
table
indicates that you have included all shares that may be acquired
by
all of the named individuals in each individual`s ownership
calculation.  Please revise the table or demonstrate
supplementally
that the corrected calculations would not result in any material
changes.

24. We note your response to our prior comment number 30.  Please
advise us when you have completed posting your Forms 3, 4 and 5 on
your website or the date on which you intend to do so.

Item 13 - Exhibits and Reports on Form 8-K - Page 22

25. We reissue our prior comment number 31 to the extent that it
requested that you include an exhibit index listing all of the
required exhibits and indicating whether those exhibits have been
filed along with your Form 10-KSB or whether they have been
incorporated by reference.  Please refer to Item 13 of Form 10-
KSB.

Item 14 - Disclosure Controls and Procedures - Page 22

26. We reissue comment 32.  Rather than clearly stating
conclusions
as of the end of the period covered by the report, your disclosure
continues to state that Bovie carried out an evaluation "[w]ithin
90
days prior to the date of this report (`Evaluation Date`)."

27. We note your statement that your disclosure controls and
procedures were "effective at ensuring that required information
will
be disclosed on a timely basis in our periodic reports filed under
and pursuant to the Exchange Act."  If you wish include such
language
explaining the scope of the conclusion, please ensure that it is
substantially similar in all material respects to the language
that
appears in the entire two-sentence definition of "disclosure
controls
and procedures" set forth in Rule 13a-15(e).  Please revise your
filings accordingly.

Report of Independent Registered Public Accounting Firm

28. We note that in the original 10-KSB filed on March 30, 2004,
the
"Independent Auditors` Report" was dated March 30, 2004, however
in
the updated 10-KSB/A filed on February 16, 2005 the report was
dated
March 25, 2004.  Please tell us what caused the change in the
date.

Financial Statements

Consolidated Statement of Cash Flows - Page F-6

29. In future filings revise the total in the 2002 operating
activities column to indicate this is cash used by operations.

Note 1. Significant Accounting Policies

Accounts Receivable - Page F-9

30. Refer to your prior comment 37.  In future filings please
describe the nature of the sales volume discounts that you provide
to
customers and clarify the accounting treatment for these and any
other sales incentives.

Inventories and Repair Parts - Page F-10

31. Refer to your prior comments 36 and 38.  Additionally, please
clarify in future filings that the amount charged to operations
for
the obsolete raw material discussed on page F-10 represents the
write-off of the reserve.

Notes Payable - Page F-11

32. We see your proposed changes in response to prior comments 34
and
35.  Please tell us the nature of the insurance premium financing
arrangement.

Goodwill and Other Intangible Assets - Page F-11

33. We see your proposed changes in response to prior comment 40.
Please provide details of the basis for classifying the trade name
as
an indefinite-lived intangible asset.

Revenue Recognition - Page F-12

34. In future filings clearly indicate whether there are any post
shipment.

Research and Development Costs for Others - Page F-13

35. Refer to your response to prior comment 43.  We note that you
have included enhanced disclosure regarding your development
agreements; however supplementally and in future filings provide
details of your revenue recognition policy for research and
development performed for others.

Restatement of Financial Statements - Page F-17

36. In future filings when previously issued financial statements
are
revised please clearly label all the financial statements as
restated
and provide all the disclosures required by APB 20. The impact of
the
restatement should be clearly disclosed.

Note 2. Joint Venture Agreement - Page F-18

37. We see your proposed change in response 45.  We note in your
response that you indicate items, such as you own 50% of the
equity
and profits, and that the joint venture partner has contributed
little, if anything at all, etc., therefore suggesting to us that
the
joint venture could be a variable interest entity.  Please provide
us
with your analysis of why you believe that this joint venture does
not meet the requirements to be consolidated under FIN 46.

Note 12. Commitments and Contingencies - Page F-26

38. We note your response to prior comment 53 and continue to
believe
that you need to disclose as a commitment, the future financing
related to the joint venture of $1.5M.  Please revise in future
filings to disclose details of this and any other significant
commitments, contingencies or guarantees with joint ventures or
from
any other collaborative arrangements.

Note 14. Industry Segment Reporting - Page F-28

39. Refer to prior comment 56a.  Please clarify whether or not you
are licensing or selling your manufacturing rights and customer
list.
Tell us whether you have significant continuing involvement and
what
consideration you gave to the requirements of paragraph 42 of SFAS
144 when considering whether to report this as a discontinued
operation.

40. In that regard, tell us how you initially accounted and
classified the $500k related to the sale of the non-medical
product
line.  For instance did you initially record this $500k as revenue
and present it within the gain of discontinued operations?
Supplementally, tell us how you account for the $8k you receive on
a
monthly basis.

Quarterly Report on Form 10-QSB for the Period Ended September 30,
2004

41. Please expand your response to comment 61 to clarify how
location
of the end user affects commissions that you were previously
paying.
It remains unclear whether payments were paid incorrectly before
this
data became available.

Current Report on Form 8-K filed October 4, 2004

42. Tell us why the information in this filing was not disclosed
under Item 5.02 of Form 8-K.  Also demonstrate why you believe
this
filing was timely or why you believe you have satisfied the
eligibility requirements in General Instruction I.A.3(b) of Form
S-3.

Current Report on Form 8-K filed December 30, 2004

43. File the Distribution and Service Center Agreement that you
have
entered into with Symbol Medical Limited.  In addition, please
ensure
that the "Risk Factors" included in your registration statement
include any material risks that agreement may present to your
business.  For example, we note that going forward it appears that
Symbol will be your exclusive distributor and marketer in the Far
East after the terms of your agreements with your existing
distributors expire.

* * *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Traci Hornfeck at (202) 824-5565, or Brian
Cascio, Branch Chief, at (202) 942-1791, if you have questions
regarding our comments on the financial statements and related
matters.  Please contact Tim Buchmiller at (202) 824-5354 or me at
(202) 824-5697 with questions regarding our comments on any other
part of your filing.


      Sincerely,



							Russell Mancuso
							Branch Chief

cc:	Alfred V. Greco, Esq. (via fax)
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Andrew Makrides
Bovie Medical Corporation
March 4, 2005
Page 9



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