SEC Comment Letter for ASCENT INDUSTRIES CO. (ACNT) (CIK 0000095953) (ACNT) — May 20, 2020
ASCENT INDUSTRIES CO. (ACNT) (CIK 0000095953)
Date: May 20, 2020 · CIK: 0000095953 · Accession: 0000000000-20-004472
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-05200
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE May 19, 2020 Sally M. Cunningham Secretary Synalloy Corporation 4510 Cox Road, Suite 201 Richmond, Virginia 23060
Re: Synalloy Corporation Definitive Additional Materials filed under cover of Schedule 14A Filed on May 19 , 2020 by Synalloy Corporation File No. 001-05200
Dear Ms. Cunningham ,
We have reviewed the above -captioned filing and have the following comment. If you do not believe our comment applies to your facts and circumstances , please tell us why in a written response. After reviewing any response to this comment, we may have further comments.
1. The disclosure states that the “Dissident Group” is “asking you to cede control of your Company .” The Dissident Group’s nominees, if elected, will owe fiduciary duties and otherwise be accountable to all shareholders. While the Dissident Group has proposed five nominees for election whom, if elected, would comprise a majority of the Board of Directors , as a matter of law and fact, the Dissident Group will not be obta ining “control” of Synalloy within the meaning of the term as defined in Rule 12b -2 if its solicitation succeeds . Synalloy’s shareholders also are not being asked to cede any of their existin g rights with respect to the management of the registrant in connection with the Dissident Group’s proxy solicitation. Please refrain from using the above -quoted formulation in future filings.
We remind you that the registrant is responsible for the ac curacy and adequacy of its disclosures, notwithstanding any review, comments, action or inaction by the staff. Please direct any questions to Valian Afshar, Special Counsel, at (202) 551 -8729, or me, at (202) 551 -3266.
Sincerely,
/s/ Nicholas P. Panos
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
May 19, 2020
Sally M. Cunningham
Secretary
Synalloy Corporation
4510 Cox Road, Suite 201
Richmond, Virginia 23060
Re: Synalloy Corporation
Definitive Additional Materials filed under cover of Schedule 14A
Filed on May 19 , 2020 by Synalloy Corporation
File No. 001-05200
Dear Ms. Cunningham ,
We have reviewed the above -captioned filing and have the following comment. If you do
not believe our comment applies to your facts and circumstances , please tell us why in a written
response. After reviewing any response to this comment, we may have further comments.
1. The disclosure states that the “Dissident Group” is “asking you to cede control of your
Company .” The Dissident Group’s nominees, if elected, will owe fiduciary duties and
otherwise be accountable to all shareholders. While the Dissident Group has proposed five
nominees for election whom, if elected, would comprise a majority of the Board of Directors ,
as a matter of law and fact, the Dissident Group will not be obta ining “control” of Synalloy
within the meaning of the term as defined in Rule 12b -2 if its solicitation succeeds .
Synalloy’s shareholders also are not being asked to cede any of their existin g rights with
respect to the management of the registrant in connection with the Dissident Group’s proxy
solicitation. Please refrain from using the above -quoted formulation in future filings.
We remind you that the registrant is responsible for the ac curacy and adequacy of its
disclosures, notwithstanding any review, comments, action or inaction by the staff. Please direct
any questions to Valian Afshar, Special Counsel, at (202) 551 -8729, or me, at (202) 551 -3266.
Sincerely,
/s/ Nicholas P. Panos
Nicholas P. Panos
Senior Special Counsel
Office of Mergers and Acquisitions
cc: Lawrence S. Elbaum, Esq.