SEC Comment Letter for DUCOMMUN (DCO) — Jun 8, 2010
DUCOMMUN INC /DE/
Date: June 8, 2010 · CIK: 0000030305 · Accession: 0000000000-10-031906
AI Filing Summary & Sentiment
File numbers found in text: 333-167021
Letter
Re: Ducommun Incorporated Registration Statement on Form S-3 Filed May 21, 2010 File No. 333-167021 Dear Mr. Heiser: We have limited our review of your registra tion statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. Where you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your re gistration statement and the information you provide in response to these comments, we may have additional comments.
June 8, 2010
Mr. James S. Heiser Vice President, General Counsel, and Secretary Ducommun Incorporated 23301 Wilmington Avenue Carson, CA 90745-6209
Risk Factors, page 1
1. Please delete the fourth and fifth sentences of the introductory paragraph. Only material risks should be referenced in this section. If a risk is deemed not material, please do not reference it. Exhibit 5.1
2. We note that counsel’s opinion is limited to the laws of the State of New York, the Delaware General Corporation Law, and the Ca lifornia Corporations Code. We also note that the subsidiary guarantor s are incorporated or orga nized in Arizona, Alabama, California, Delaware, or New Yo rk. Please have counsel revise its opinion so that it also covers the laws of Arizona and Alabama or file separate opinions.
3. Please explain the need for the reference to the provisions of Article 8 of the Restated Certificate of Incorporation of the Comp any and Article X of the Certificate of
James S. Heiser Ducommun Incorporated June 8, 2010 Page 2 Incorporation of Ducommun Aero Structures, Inc. that appears on page 8 of counsel’s opinion. Alternatively, delete these references.
4. We note that counsel’s opinion contains si gnificant assumptions regarding the future issuance of the securities being registere d, and we note that the second to the last paragraph on page 9 suggests that counsel may not consider an updated opinion necessary or appropriate in c onnection with a takedown. Pleas e confirm that you will file an unqualified opinion that omits all of these assumptions at the time of each takedown.
5. Refer to paragraph D on page 9 of counsel’s opinion. It does not appear that the referenced securities underlyi ng the Depositary Shares, Purcha se Contracts, Warrants, or Units are being registered concurrently. If th ese securities are not al so registered, please advise as to the exemption from registration on which you are relying and tell us the basis for your conclusion that they do not need to be registered concurrently herewith.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. Notwithstanding our comments, in the event you request acceleration of the effective date of the pending registration statement please pr ovide a written statement from the company acknowledging that: • the company is responsible for the adequacy and accuracy of the disclo sure in the filing;
• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of the United States.
Please refer to Rules 460 and 461 regarding re quests for acceleration. We will consider a written request for acceleration of the effective date of the regi stration statement as confirmation of the fact that those reques ting acceleration are aware of thei r respective responsibilities under the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration stat ement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
James S. Heiser Ducommun Incorporated June 8, 2010 Page 3 Please contact Sonia Bednarowski at (202) 551-3666 or me at (202) 551-3412 with any questions.
Sincerely,
Amanda Ravitz Branch Chief- Legal
cc: Via Facsimile Dhiya El-Saden, Esq. Gibson, Dunn & Crutcher LLP
Show Raw Text
June 8, 2010
Mr. James S. Heiser Vice President, General Counsel, and Secretary
Ducommun Incorporated 23301 Wilmington Avenue Carson, CA 90745-6209
Re: Ducommun Incorporated
Registration Statement on Form S-3
Filed May 21, 2010 File No. 333-167021
Dear Mr. Heiser:
We have limited our review of your registra tion statement to those issues we have
addressed in our comments. In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. Where you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
Risk Factors, page 1
1. Please delete the fourth and fifth sentences of the introductory paragraph. Only material
risks should be referenced in this section. If a risk is deemed not material, please do not
reference it.
Exhibit 5.1
2. We note that counsel’s opinion is limited to the laws of the State of New York, the
Delaware General Corporation Law, and the Ca lifornia Corporations Code. We also note
that the subsidiary guarantor s are incorporated or orga nized in Arizona, Alabama,
California, Delaware, or New Yo rk. Please have counsel revise its opinion so that it also
covers the laws of Arizona and Alabama or file separate opinions.
3. Please explain the need for the reference to the provisions of Article 8 of the Restated
Certificate of Incorporation of the Comp any and Article X of the Certificate of
James S. Heiser
Ducommun Incorporated June 8, 2010
Page 2
Incorporation of Ducommun Aero Structures, Inc. that appears on page 8 of counsel’s
opinion. Alternatively, delete these references.
4. We note that counsel’s opinion contains si gnificant assumptions regarding the future
issuance of the securities being registere d, and we note that the second to the last
paragraph on page 9 suggests that counsel may not consider an updated opinion necessary or appropriate in c onnection with a takedown. Pleas e confirm that you will file
an unqualified opinion that omits all of these assumptions at the time of each takedown.
5. Refer to paragraph D on page 9 of counsel’s opinion. It does not appear that the
referenced securities underlyi ng the Depositary Shares, Purcha se Contracts, Warrants, or
Units are being registered concurrently. If th ese securities are not al so registered, please
advise as to the exemption from registration on which you are relying and tell us the basis
for your conclusion that they do not need to be registered concurrently herewith.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require. Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;
• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of the United States.
Please refer to Rules 460 and 461 regarding re quests for acceleration. We will consider a
written request for acceleration of the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration stat ement. Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
James S. Heiser
Ducommun Incorporated June 8, 2010 Page 3
Please contact Sonia Bednarowski at (202) 551-3666 or me at (202) 551-3412 with any
questions.
Sincerely,
Amanda Ravitz Branch Chief- Legal
cc: Via Facsimile Dhiya El-Saden, Esq. Gibson, Dunn & Crutcher LLP