SecProbe.io

CORRESP
1
filename1.htm

            May 13,
      2010
                Via Edgar and
      Overnight Mail

    Mr.
Stephen G. Krikorian

    Accounting
Branch Chief

    Division
of Corporation Finance

    Securities
and Exchange Commission

    Washington,
DC 20549

    Mail Stop
4561

                  Re:

              Park
      Electrochemical Corp.

              Form
      10-K Filed on May 15, 2009

              Form
      8-K Filed on December 22, 2009

              File
      No. 001-04415

    Dear Mr.
Krikorian:

    We have
reviewed the comments relating to the above referenced filings and to our
response letters dated January 29, 2010 and March 19, 2010 presented in the
letter signed by you and dated April 29, 2010 to Mr. Brian E. Shore, President
and Chief Executive Officer of Park Electrochemical Corp. (hereinafter “Park” or
the “Company”).  We discussed the comments with you, Tamara Tangen,
Staff Accountant, and Katherine Wray, Staff Attorney, in a telephone conference
call on May 7, 2010 (the “Conference Call”). The comments and Park’s responses
to the comments are set forth below:

    Form 10-K For the Fiscal
Year Ended March 1, 2009

    Management’s Discussion and
Analysis of Financial Condition and Results of Operations

    Prior Comment No.
1

              1.

              We
      are considering your responses to prior comments regarding the
      derecognition of the liabilities associated with the Company’s Dielektra
      GmbH subsidiary.  You have described the court’s 2009 dismissal
      of “the claim of the insolvency administrator…in its entirety and released
      the Company from any obligation or liability with respect to such
      claim.”  Paragraph 16b of SFAS 140 defines extinguishment of
      liabilities as the legal release, judicially or by the creditor, of the
      debtor from being the primary obligor, while SFAS 5 requires a liability
      be recorded if it is probable and estimable.  Given your
      description of the court’s dismissal, please explain the reasons why the
      dismissal does not qualify as a legal release pursuant to SFAS
      140.  Discuss the specific terms of the court’s dismissal, that
      is, does there remain some possibility of a claim in a different
      jurisdiction?

    Response:

    As we
discussed during the Conference Call, although the Company thought that it was
not a “debtor” or “primary obligor” as those terms are used in paragraph 16b of
SFAS 140, the Company represents that the court’s dismissal qualifies as a legal
release pursuant to paragraph 16b of SFAS 140.

    The
court’s dismissal and the appellate court’s denial of the insolvency
administrator’s appeal were final, and we believe there is no possibility of a
claim in a different jurisdiction or of any other claim by any other claimant in
this matter.

              2.

              Tell
      us why you believe that the liabilities were subject to SFAS 5 upon the
      insolvency of your German subsidiary.  That is, indicate why the
      liabilities do not remain in the scope of the accounting literature used
      to initially recognize those liabilities. Explain why the probability of a
      claim being asserted is determinative of being legally released from your
      obligation and why you believe that use of SFAS 5 is the proper literature
      to account for both the recognizing and derecognizing of these
      liabilities.

    Response:

    As we
discussed during the Conference call, the subject liabilities were liabilities
of Dielektra, the Company’s former subsidiary in Germany.  In 2004,
after the Company discontinued its financial support of this subsidiary,
Dielektra filed an insolvency petition, and the Company wrote-off all of the
assets of Dielektra.  However, shortly after the insolvency of the
subsidiary in February 2004, the insolvency administrator asserted claims
against the Company for the liabilities of Dielektra, and in the Company’s
judgment, at that time, the likelihood of the Company’s incurring a loss
relating to such liabilities was probable.  Therefore, the Company
continued to report such liabilities from the discontinued operations of
Dielektra on its Consolidated Balance Sheet in accordance with SFAS
5.  Subsequently, the insolvency administrator initiated legal
proceedings against the Company in December 2007, which, as discussed in our
response to Comment No. 1 above, were dismissed by Commercial Court of Cologne
in December 2008.  Based on such dismissal and the advice of counsel
that the success of the insolvency administrator’s appeal was remote, the
Company concluded that it was remote that the Company would incur any future
loss relating to such liabilities. Therefore, in December 2008, the Company
recorded the benefit from discontinued operations related to the elimination of
the liabilities of Dielektra under SFAS 5.

    General

    Please
provide any questions or comments that the staff may have with respect to our
responses to the staff’s comments to Stephen Gilhuley, Park’s Executive Vice
President, Secretary and General Counsel, or David Dahlquist, Park’s Vice
President and Chief Financial Officer, at 631-465-3600 or send them via
facsimile to 631-465-3100.

    Very
truly yours,

    PARK
ELECTROCHEMICAL CORP.

    Stephen
E. Gilhuley

    Executive
Vice President, Secretary and General Counsel

    jc