SEC Comment Letter for MYR GROUP (MYRG) — Jul 23, 2008
MYR GROUP INC.
Date: July 23, 2008 · CIK: 0000700923 · Accession: 0000000000-08-036593
AI Filing Summary & Sentiment
File numbers found in text: 333-148864
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 7010 July 23, 2008 MYR Group Inc. Attention: Gerald B. Engen, Jr., Vice President, Chief Legal Officer 12150 East 112th Avenue Henderson, CO 80640
Re: MYR Group, Inc. Amendment No. 5 to Registration Statement on Form S-1 Filed July 14, 2008 File No. 333-148864
Dear Mr. Engen:
We have reviewed your filing and have the following comments. Selling Stockholders, page 104
1. We note that you have revised footnote 14 fo r the selling stockholder Drawbridge Global Macro Master Fund Ltd and in doing so have eliminated the names of the natural persons who exercise shared voting or investment power over the shares of your common stock held by this selling stockholder. Please revise this footnote to name such persons. Please see Question 140.02 in the Division of Corporation Finance’s Compliance & Disclosure Interpretations pertaining to Regulation S-K, as of July 3, 2008, which are available at www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm. Exhibit 5.1
2. Please confirm to us that when Mr. Engen refers to the Delaware General Corporation Law in the opinion he also means any other De laware statutes, Delaware court decisions and provisions of the Delaware Constitution that affect the interpretation of the Delaware General Corporation Law. 3. We note that Mr. Engen represents in the legal opinion that he is admitted to practice in Colorado. We further note that the legal opinion has been drafted to cover, among other jurisdictions, the laws, rules and regulations of New York, Michigan and Oregon. Please tell us why the opinion has been drafted to include these three states and, if your believe that such coverage is required for purposes of Item 601(b)(5) of Regulation S-K, please tell us why, in view of his Colorado admission, you believe Mr. Engen is in a position to opine on the laws, rules and regulations of these states.
Gerald B. Engen, Jr. MYR Group, Inc. July 23, 2008 Page 2 Please contact Dieter King at (202) 551- 3338 or Pamela Long at (202) 551-3765 with any questions. Sincerely, Pamela A. Long Assistant Director cc: Stacy J. Kanter, Esq. (Via Facsimile 917-777-3497)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
July 23, 2008
MYR Group Inc.
Attention: Gerald B. Engen, Jr., Vice President, Chief Legal Officer 12150 East 112th Avenue Henderson, CO 80640
Re: MYR Group, Inc.
Amendment No. 5 to Registration Statement on Form S-1 Filed July 14, 2008 File No. 333-148864
Dear Mr. Engen:
We have reviewed your filing and have the following comments.
Selling Stockholders, page 104
1. We note that you have revised footnote 14 fo r the selling stockholder Drawbridge Global
Macro Master Fund Ltd and in doing so have eliminated the names of the natural persons who exercise shared voting or investment power over the shares of your common stock held by this selling stockholder. Please revise this footnote to name such persons. Please see Question 140.02 in the Division of Corporation Finance’s Compliance & Disclosure Interpretations pertaining to Regulation S-K, as of July 3, 2008, which are available at www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm.
Exhibit 5.1
2. Please confirm to us that when Mr. Engen refers to the Delaware General Corporation Law in the opinion he also means any other De laware statutes, Delaware court decisions
and provisions of the Delaware Constitution that affect the interpretation of the Delaware General Corporation Law.
3. We note that Mr. Engen represents in the legal opinion that he is admitted to practice in Colorado. We further note that the legal opinion has been drafted to cover, among other jurisdictions, the laws, rules and regulations of New York, Michigan and Oregon. Please tell us why the opinion has been drafted to include these three states and, if your believe that such coverage is required for purposes of Item 601(b)(5) of Regulation S-K, please tell us why, in view of his Colorado admission, you believe Mr. Engen is in a position to opine on the laws, rules and regulations of these states.
Gerald B. Engen, Jr.
MYR Group, Inc. July 23, 2008 Page 2
Please contact Dieter King at (202) 551- 3338 or Pamela Long at (202) 551-3765 with
any questions.
Sincerely, Pamela A. Long Assistant Director
cc: Stacy J. Kanter, Esq. (Via Facsimile 917-777-3497)