SEC Comment Letter for THERMO FISHER SCIENTIFIC INC. (TMO) (CIK 0000097745) (TMO) — Mar 30, 2010
THERMO FISHER SCIENTIFIC INC. (TMO) (CIK 0000097745)
Date: March 30, 2010 · CIK: 0000097745 · Accession: 0000000000-10-017436
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-165173
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 3030 March 30, 2010 Seth H. Hoogasian Senior Vice President, Gene ral Counsel and Secretary Thermo Fisher Scientific Inc. 81 Wyman Street Waltham, MA 02451 Re: Thermo Fisher Scientific Inc. Registration Statement on Form S-4 Filed March 3, 2010 File No. 333-165173
Dear Mr. Hoogasian:
We have limited our review of your filing to the issues we have addressed in our comment. Where indicated, we think you shoul d revise your document in response to this comment. If you disagree, we will cons ider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In our comment, we may ask you to provide us with information so we may better understand your disclosure. After review ing this information, we may or may not raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comment or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. 1. Please file the Part III information th at you incorporate by reference into your Form 10-K for the fiscal year ende d December 31, 2009 before requesting acceleration of your Form S-4. Refer to Securities Act Forms Compliance and Disclosure Interpretations Question 123.01.
As appropriate, please amend your regist ration statement in response to this comment. You may wish to provide us with ma rked copies of the amendment to expedite our review. Please furnish a c over letter with your amendment that keys your response to our comment and provides any requested info rmation. Detailed cover letters greatly
Seth H. Hoogasian Thermo Fisher Scientific Inc. March 30, 2010 Page 2 facilitate our review. Please understand th at we may have additional comments after reviewing your amendment and responses to our comments. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Act of 1933 and that they have provided all information investors require for an informed investment decision. 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 even t the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that: should the Commission or the staff, acting purs uant to delegated authority, declare the filing effective, it does not foreclose th e Commission from taking any action with respect to the filing; the action of the Commission or the staff, acting pursuant to 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 a nd the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. In addition, please be advi sed that the Division of En forcement has access to all information you provide to the staff of the Di vision of Corporation Finance in connection with our review of your filing or in response to our comments on your filing. We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are aware of their respective re sponsibilities under the S ecurities Act of 1933 and the Securities Exchange Act of 1934 as they rela te to the proposed public offering of the securities specified in the above registration statement. We will act on the request and, pursuant to delegated authority, grant acce leration of the effective date. We direct your attention to Rules 46 0 and 461 regarding requesting acceleration of a registration statement. Please allow ad equate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in a dvance of the requested effective date.
Seth H. Hoogasian Thermo Fisher Scientific Inc. March 30, 2010 Page 3 Please contact Joseph McCann at (202) 551-6262 or me at (202) 551-3635 with any questions.
S i n c e r e l y , Tim Buchmiller Senior Attorney cc (via fax): Hal J. Leibowitz, Esq. Wilmer Cutler Pickering Hale & Dorr LLP
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 3030
March 30, 2010
Seth H. Hoogasian Senior Vice President, Gene ral Counsel and Secretary
Thermo Fisher Scientific Inc. 81 Wyman Street Waltham, MA 02451
Re: Thermo Fisher Scientific Inc.
Registration Statement on Form S-4 Filed March 3, 2010
File No. 333-165173
Dear Mr. Hoogasian:
We have limited our review of your filing to the issues we have addressed in our
comment. Where indicated, we think you shoul d revise your document in response to
this comment. If you disagree, we will cons ider your explanation as to why our comment
is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your
explanation. In our comment, we may ask you to provide us with information so we may
better understand your disclosure. After review ing this information, we may or may not
raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comment or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
1. Please file the Part III information th at you incorporate by reference into your
Form 10-K for the fiscal year ende d December 31, 2009 before requesting
acceleration of your Form S-4. Refer to Securities Act Forms Compliance and
Disclosure Interpretations Question 123.01.
As appropriate, please amend your regist ration statement in response to this
comment. You may wish to provide us with ma rked copies of the amendment to expedite
our review. Please furnish a c over letter with your amendment that keys your response to
our comment and provides any requested info rmation. Detailed cover letters greatly
Seth H. Hoogasian
Thermo Fisher Scientific Inc.
March 30, 2010 Page 2 facilitate our review. Please understand th at we may have additional comments after
reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have provided all information investors require
for an informed investment decision. 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 even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that: should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;
the action of the Commission or the staff, acting pursuant to 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 a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement. We will act on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement. Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration. Please provide this request at least two business days in a dvance of the requested effective date.
Seth H. Hoogasian
Thermo Fisher Scientific Inc. March 30, 2010 Page 3
Please contact Joseph McCann at (202) 551-6262 or me at (202) 551-3635 with
any questions.
S i n c e r e l y ,
Tim Buchmiller Senior Attorney
cc (via fax): Hal J. Leibowitz, Esq. Wilmer Cutler Pickering Hale & Dorr LLP