SEC Comment Letter for NEOGEN CORP (NEOG) (CIK 0000711377) (NEOG) — Jul 29, 2022
NEOGEN CORP (NEOG) (CIK 0000711377)
Date: July 29, 2022 · CIK: 0000711377 · Accession: 0000000000-22-007971
AI Filing Summary & Sentiment
File numbers found in text: 333-263667
Letter
United States securities and exchange commission logo July 29, 2022 John E. Adent President and Chief Executive Officer Neogen Corporation 620 Lesher Place Lansing, MI 48912 Re:Neogen Corporation Amendment No. 4 to Registration Statement on Form S-4 Filed July 27, 2022 File No. 333-263667 Dear Mr. Adent: We have reviewed your amended registration statement and have the following comment. In our comment, 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. If you do not believe our comment applies 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 the comment, we may have additional comments. Amendment No. 4 to Registration Statement on Form S-4 Unaudited Combined Financial Statements for the Food Safety Business of 3M Company, page F-1 1.We note on page 228 that 3M's Quarterly Report on Form 10-Q filed with the SEC on July 27, 2022 has been incorporated by reference. Accordingly, please update your filing to include the combined financial statements for the Food Safety Business as of June 30, 2022 or tell us your basis for not providing these financial statements citing authoritative literature. In addition, please update the Summary Historical Combined Financial Information of the Food Safety Business on pages 38 and 39, the Unaudited Pro Forma Condensed Combined Financial Information of Neogen and the Food Safety Business starting on page 103, and Management’s Discussion and Analysis of Financial Condition and Results of Operations starting on page 120 to reflect the historical financial
FirstName LastNameJohn E. Adent Comapany NameNeogen Corporation July 29, 2022 Page 2 FirstName LastName John E. Adent Neogen Corporation July 29, 2022 Page 2 information for the Food Safety Business as of June 30, 2022, or tell us your basis as to why an update is not required. Refer to Article 11-02(c) of Regulation S-X. You may contact Ibolya Ignat at 202-551-3636 or Sasha Parikh at 202-551-3627 if you have questions regarding comments on the financial statements and related matters. Please contact Abby Adams at 202-551-6902 or Christine Westbrook at 202-551-5019 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Michael Aiello, Esq.
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United States securities and exchange commission logo
July 29, 2022
John E. Adent
President and Chief Executive Officer
Neogen Corporation
620 Lesher Place
Lansing, MI 48912
Re:Neogen Corporation
Amendment No. 4 to Registration Statement on Form S-4
Filed July 27, 2022
File No. 333-263667
Dear Mr. Adent:
We have reviewed your amended registration statement and have the following
comment. In our comment, 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. If you do not believe our comment applies 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 the comment, we may have additional comments.
Amendment No. 4 to Registration Statement on Form S-4
Unaudited Combined Financial Statements for the Food Safety Business of 3M Company, page
F-1
1.We note on page 228 that 3M's Quarterly Report on Form 10-Q filed with the SEC on
July 27, 2022 has been incorporated by reference. Accordingly, please update your filing
to include the combined financial statements for the Food Safety Business as of June 30,
2022 or tell us your basis for not providing these financial statements citing authoritative
literature. In addition, please update the Summary Historical Combined Financial
Information of the Food Safety Business on pages 38 and 39, the Unaudited Pro Forma
Condensed Combined Financial Information of Neogen and the Food Safety
Business starting on page 103, and Management’s Discussion and Analysis of Financial
Condition and Results of Operations starting on page 120 to reflect the historical financial
FirstName LastNameJohn E. Adent
Comapany NameNeogen Corporation
July 29, 2022 Page 2
FirstName LastName
John E. Adent
Neogen Corporation
July 29, 2022
Page 2
information for the Food Safety Business as of June 30, 2022, or tell us your basis as to
why an update is not required. Refer to Article 11-02(c) of Regulation S-X.
You may contact Ibolya Ignat at 202-551-3636 or Sasha Parikh at 202-551-3627 if you
have questions regarding comments on the financial statements and related matters. Please
contact Abby Adams at 202-551-6902 or Christine Westbrook at 202-551-5019 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Michael Aiello, Esq.