SEC Comment Letter for ASCENT INDUSTRIES CO. (ACNT) (CIK 0000095953) (ACNT) — Dec 12, 2012
ASCENT INDUSTRIES CO. (ACNT) (CIK 0000095953)
Date: Dec. 12, 2012 · CIK: 0000095953 · Accession: 0000000000-12-066951
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-185064
Letter
December 12, 2012 Via E-mail Mr. Craig C. Bram President and Chief Executive Officer 775 Spartan Blvd., Suite 102 P.O. Box 5627 Spartanburg, South Carolina 29304
Re: Synalloy Corporation Registration Statement on Form S-3 Filed November 20, 2012 File No. 333-185064
Dear Mr. Bram :
We have limited our review of your registration 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 registration statement and the information you provide in response to these comments , we may have additional comments.
General
1. Please tell us how you meet the eligibility requirements to register your offering on Form S-3. If you are relying upon General Instruction I.B.6. of Form S -3, please also revise the outside front cover of the prospectus to disclose the calculation of the aggregate market value of your outstanding voting and non -voting common equity pursuant to General Instruction I.B.6. and the amount of all securities offered pursuant to General Instruction I.B.6. during the prior twelve calendar month period that ends on, and includes, the date of the prospectus.
2. We note the description of Global Securities on page 16. However, global securities are not listed in the Registration Statement Fee Table, the Prospectus Cover Pag e or in the legal opinion. If you are registering global securities, please list them accordingly and arrange for counsel to provide an opinion on the legality of such global securities.
Craig C. Bram Synalloy Corporation December 12, 2012 Page 2
Documents Incorporated by Reference, page 2
3. Please specifically inco rporate your current reports on 8 -K that have been filed with the SEC since December 31, 2011. Be sure to include all amendments as well, including the two amendments you filed to your Form 8 -K dated August 21, 2012.
We urge all persons who are responsib le for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 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 accelera tion of the effective date of the pending registration statement please provide a written statement from the company acknowledging that:
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
the action of the Commission or the staff, acting pursuant t o delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
the company may not assert staff comments and the declaration of effect iveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceler ation of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
Craig C. Bram Synalloy Corporation December 12, 2012 Page 3
Please contact Asia Timmo ns-Pierce, Staff Attorney, at 202-551-3754 or me at 202-551- 3765 with any other questions.
Sincerely,
/s/ Pamela Long
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December 12, 2012 Via E-mail Mr. Craig C. Bram President and Chief Executive Officer 775 Spartan Blvd., Suite 102 P.O. Box 5627 Spartanburg, South Carolina 29304 Re: Synalloy Corporation Registration Statement on Form S-3 Filed November 20, 2012 File No. 333-185064 Dear Mr. Bram : We have limited our review of your registration 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 registration statement and the information you provide in response to these comments , we may have additional comments. General 1. Please tell us how you meet the eligibility requirements to register your offering on Form S-3. If you are relying upon General Instruction I.B.6. of Form S -3, please also revise the outside front cover of the prospectus to disclose the calculation of the aggregate market value of your outstanding voting and non -voting common equity pursuant to General Instruction I.B.6. and the amount of all securities offered pursuant to General Instruction I.B.6. during the prior twelve calendar month period that ends on, and includes, the date of the prospectus. 2. We note the description of Global Securities on page 16. However, global securities are not listed in the Registration Statement Fee Table, the Prospectus Cover Pag e or in the legal opinion. If you are registering global securities, please list them accordingly and arrange for counsel to provide an opinion on the legality of such global securities. Craig C. Bram Synalloy Corporation December 12, 2012 Page 2 Documents Incorporated by Reference, page 2 3. Please specifically inco rporate your current reports on 8 -K that have been filed with the SEC since December 31, 2011. Be sure to include all amendments as well, including the two amendments you filed to your Form 8 -K dated August 21, 2012. We urge all persons who are responsib le for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 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 accelera tion of the effective date of the pending registration statement please provide a written statement from the company acknowledging that: should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; the action of the Commission or the staff, acting pursuant t o delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and the company may not assert staff comments and the declaration of effect iveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceler ation of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Craig C. Bram Synalloy Corporation December 12, 2012 Page 3 Please contact Asia Timmo ns-Pierce, Staff Attorney, at 202-551-3754 or me at 202-551- 3765 with any other questions. Sincerely, /s/ Pamela Long Pamela Long Assistant Director