SEC Comment Letter for HEXCEL (HXL) — Dec 28, 2020
HEXCEL CORP /DE/ (HXL) (CIK 0000717605)
Date: Dec. 28, 2020 · CIK: 0000717605 · Accession: 0000000000-20-012462
AI Filing Summary & Sentiment
File numbers found in text: 001-08472
Letter
United States securities and exchange commission logo December 28, 2020 Gail E. Lehman Executive Vice President, General Counsel & Secretary Hexcel Corporation Two Stamford Plaza 281 Tresser Boulevard Stamford, Connecticut 06901-3238 Re:Hexcel Corporation Form 10-K Filed February 18, 2020 File No. 001-08472 Dear Ms. Lehman: We have reviewed your filing and have the following comment. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Form 10-K filed February 18, 2020 General 1.We note that your forum selection provision in Section 54 of your bylaws identifies the Court of Chancery of the State of Delaware (or, in the event that the Court of Chancery lacks subject matter jurisdiction over any such action or proceeding, another state or federal court located within the State of Delaware) as the exclusive forum for certain litigation, including any “derivative action.” In future filings, please describe this provision, including the relevant forum for litigation and any subject matter jurisdiction carve out, and whether this provision applies to actions arising under the Securities Act or Exchange Act. If so, please also state that there is uncertainty as to whether a court would enforce such provision and include risk factor disclosure of the risks to investors, such as the increased costs to bring a claim and that the provision may discourage claims or limit investors' ability to bring a claim in a judicial forum that they find favorable. Further, if the provision applies to Securities Act claims, please also state that investors cannot waive compliance with the federal securities laws and the rules and
FirstName LastNameGail E. Lehman Comapany NameHexcel Corporation December 28, 2020 Page 2 FirstName LastName Gail E. Lehman Hexcel Corporation December 28, 2020 Page 2 regulations thereunder. In that regard, we note that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Jenn Do at 202-551-3743 or Terence O'Brien at 202-551-3355 if you have questions regarding comments on the financial statements and related matters. Please contact Deanna Virginio at 202-551-4530 or Mary Beth Breslin at 202-551-3625 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences
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United States securities and exchange commission logo
December 28, 2020
Gail E. Lehman
Executive Vice President, General Counsel & Secretary
Hexcel Corporation
Two Stamford Plaza
281 Tresser Boulevard
Stamford, Connecticut 06901-3238
Re:Hexcel Corporation
Form 10-K
Filed February 18, 2020
File No. 001-08472
Dear Ms. Lehman:
We have reviewed your filing and have the following comment.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Form 10-K filed February 18, 2020
General
1.We note that your forum selection provision in Section 54 of your bylaws identifies the
Court of Chancery of the State of Delaware (or, in the event that the Court of Chancery
lacks subject matter jurisdiction over any such action or proceeding, another state or
federal court located within the State of Delaware) as the exclusive forum for certain
litigation, including any “derivative action.” In future filings, please describe
this provision, including the relevant forum for litigation and any subject matter
jurisdiction carve out, and whether this provision applies to actions arising under the
Securities Act or Exchange Act. If so, please also state that there is uncertainty as to
whether a court would enforce such provision and include risk factor disclosure of the
risks to investors, such as the increased costs to bring a claim and that the provision may
discourage claims or limit investors' ability to bring a claim in a judicial forum that they
find favorable. Further, if the provision applies to Securities Act claims, please also state
that investors cannot waive compliance with the federal securities laws and the rules and
FirstName LastNameGail E. Lehman
Comapany NameHexcel Corporation
December 28, 2020 Page 2
FirstName LastName
Gail E. Lehman
Hexcel Corporation
December 28, 2020
Page 2
regulations thereunder. In that regard, we note that Section 22 of the Securities Act creates
concurrent jurisdiction for federal and state courts over all suits brought to enforce any
duty or liability created by the Securities Act or the rules and regulations thereunder.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Jenn Do at 202-551-3743 or Terence O'Brien at 202-551-3355 if you
have questions regarding comments on the financial statements and related matters. Please
contact Deanna Virginio at 202-551-4530 or Mary Beth Breslin at 202-551-3625 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences