SEC Company Response from ASCENT INDUSTRIES CO. (ACNT) (CIK 0000095953) (ACNT) — Jun 22, 2020
ASCENT INDUSTRIES CO. (ACNT) (CIK 0000095953)
Date: June 22, 2020 · CIK: 0000095953 · Accession: 0001213900-20-015391
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-05200
Letter
Via EDGAR and Email Office of Mergers & Acquisitions Division of Corporation Finance United States Securities and Exchange Commission Office of Mergers & Acquisitions Division of Corporation Finance United States Securities and Exchange Commission Re: Synalloy Corporation Definitive Additional Materials filed under cover of Schedule 14A Filed June 19, 2020 by Synalloy Corporation File No. 001-05200
Dear Messrs. Panos and Afshar:
On behalf of our client, Synalloy Corporation, a Delaware corporation (the “Company”), we are writing to bring to the attention of the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”) certain supplemental information with respect to the Company’s letter to shareholders, filed with the Commission on June 19, 2020, File No. 001-05200 (the “Letter to Shareholders”), attached hereto as Exhibit A. Unless otherwise specified, capitalized terms used but not defined herein have the same meaning as in the Letter to Shareholders.
We respectfully advise the Staff that the Company filed the Letter to Shareholders in reliance on the Staff’s guidance for conducting shareholder meetings in light of COVID-19 concerns, issued on April 7, 2020 (the “April Guidance”). The Company did not file materials consistent with the April Guidance prior to June 19, 2020 because the Company remained hopeful that, given the contested nature of the Annual Meeting, the COVID-19 pandemic would decelerate by late June to the extent that an in-person meeting could be accommodated at the originally scheduled location in Richmond, Virginia.
Vinson & Elkins LLP Attorneys at Law
Austin Dallas Dubai Hong Kong Houston London New York
Richmond Riyadh San Francisco Tokyo Washington
1114 Avenue of the Americas
32nd Floor
New York, NY 10036
Tel +1.212.237.0000 Fax +1.212.237.0100 velaw.com
Securities and Exchange Commission June 22, 2020 Page 2
However, on June 9, 2020, the Governor of the Commonwealth of Virginia issued Executive Order Amended Number Sixty-Five (2020) (the “Executive Order”), continuing to prohibit, among other things, gatherings and events of more than ten people at all locations and venues in Richmond, Virginia. In response to this information, the Company proceeded with changing the format of the Annual Meeting to a virtual-only meeting and, consistent with the Company’s interpretation of the April Guidance, publicly announced this change in the Letter to Shareholders following the Executive Order.
The Company is highly confident that it has provided notice sufficiently in advance of the Annual Meeting and that such security holders have been noticed of the change in location of the Annual Meeting in a timely manner. As a result, the Company does not believe that the definitive proxy statement, filed with the Commission on April 14, 2020 needs to be amended in order to reflect the change to the Annual Meeting that was described in the Letter to Shareholders.
* * * * *
Securities and Exchange Commission June 22, 2020 Page 3
Please contact me directly at (212) 237-0198 with any questions that you have with respect to the foregoing or if any additional supplemental information is required by the Staff.
Very
truly yours,
/s/ C. Patrick Gadson
Show Raw Text
CORRESP
1
filename1.htm
C.
Patrick Gadson pgadson@velaw.com
Tel
+1.212.237.0198 Fax +1.917.849.5386
Via
EDGAR and Email
June
22, 2020
Nicholas
Panos
Senior
Special Counsel
Office
of Mergers & Acquisitions
Division
of Corporation Finance
United
States Securities and Exchange Commission
100
F Street, N.E.
Washington,
D.C. 20549
Valian
Afshar
Special
Counsel
Office
of Mergers & Acquisitions
Division
of Corporation Finance
United
States Securities and Exchange Commission
100
F Street, N.E.
Washington,
D.C. 20549
Re: Synalloy
Corporation
Definitive Additional Materials filed under cover of Schedule 14A
Filed June 19, 2020 by Synalloy Corporation
File No. 001-05200
Dear
Messrs. Panos and Afshar:
On
behalf of our client, Synalloy Corporation, a Delaware corporation (the “Company”), we are writing to
bring to the attention of the staff (the “Staff”) of the Division of Corporation Finance of the U.S.
Securities and Exchange Commission (the “Commission”) certain supplemental information with respect
to the Company’s letter to shareholders, filed with the Commission on June 19, 2020, File No. 001-05200 (the “Letter
to Shareholders”), attached hereto as Exhibit A. Unless otherwise specified, capitalized terms used but not
defined herein have the same meaning as in the Letter to Shareholders.
We
respectfully advise the Staff that the Company filed the Letter to Shareholders in reliance on the Staff’s guidance for
conducting shareholder meetings in light of COVID-19 concerns, issued on April 7, 2020 (the “April Guidance”).
The Company did not file materials consistent with the April Guidance prior to June 19, 2020 because the Company remained hopeful
that, given the contested nature of the Annual Meeting, the COVID-19 pandemic would decelerate by late June to the extent that
an in-person meeting could be accommodated at the originally scheduled location in Richmond, Virginia.
Vinson & Elkins LLP Attorneys at Law
Austin Dallas Dubai Hong Kong Houston London
New York
Richmond Riyadh San Francisco Tokyo Washington
1114 Avenue of the Americas
32nd Floor
New York, NY 10036
Tel +1.212.237.0000 Fax +1.212.237.0100 velaw.com
Securities
and Exchange Commission June 22, 2020 Page 2
However,
on June 9, 2020, the Governor of the Commonwealth of Virginia issued Executive Order Amended Number Sixty-Five (2020) (the “Executive
Order”), continuing to prohibit, among other things, gatherings and events of more than ten people at all locations
and venues in Richmond, Virginia. In response to this information, the Company proceeded with changing the format of the Annual
Meeting to a virtual-only meeting and, consistent with the Company’s interpretation of the April Guidance, publicly announced
this change in the Letter to Shareholders following the Executive Order.
The
Company is highly confident that it has provided notice sufficiently in advance of the Annual Meeting and that such security holders
have been noticed of the change in location of the Annual Meeting in a timely manner. As a result, the Company does not believe
that the definitive proxy statement, filed with the Commission on April 14, 2020 needs to be amended in order to reflect the change
to the Annual Meeting that was described in the Letter to Shareholders.
* * * * *
Securities
and Exchange Commission June 22, 2020 Page 3
Please
contact me directly at (212) 237-0198 with any questions that you have with respect to the foregoing or if any additional supplemental
information is required by the Staff.
Very
truly yours,
/s/ C. Patrick Gadson
C. Patrick Gadson
cc:
Robby Peay (rpeay@synalloy.com)
Sally Cunningham (scunningham@synalloy.com)
Lawrence S. Elbaum
(lelbaum@velaw.com)
Securities
and Exchange Commission June 22, 2020 Page 4
Exhibit
A