SEC Comment Letter for ODYSSEY MARINE EXPLORATION INC (OMEX) (CIK 0000798528) (OMEX) — Jul 6, 2011
ODYSSEY MARINE EXPLORATION INC (OMEX) (CIK 0000798528)
Date: July 6, 2011 · CIK: 0000798528 · Accession: 0000000000-11-040952
AI Filing Summary & Sentiment
File numbers found in text: 001-31895
Referenced dates: June 20, 2011
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 3561 July 6, 2011 Via Facsimile Mr. Gregory P. Stemm, Chief Executive Officer Odyssey Marine Exploration, Inc. 5215 W. Laurel Street Tampa, Florida 33607
Re: Odyssey Marine Exploration, Inc. Form 10-K for the year ended December 31, 2010 Filed February 28, 2011 File No. 001-31895
Dear Mr. Stemm:
We have reviewed your response letter dated June 20, 2011 and have the following comments. Unless otherwise indicated, we th ink you should revise your document in future filings in response to these comments. If you di sagree, we will consider your explanation as to why our comments are inapplicable or a revi sion is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disc losure. After reviewing this information, we may raise additional comments. Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overa ll disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. Please respond to confirm that such comments will be complied with, or, if certain of the comments are deemed inappropriate, advise th e staff of your reason. Your response should be submitted in electronic form, under the labe l “corresp” with a copy to the staff. Please respond within ten (10) business days.
Mr. Gregory P. Stemm, CEO Odyssey Marine Exploration, Inc. July 6, 2011 Page 2
Definitive Proxy Statement on Schedule 14A
Annual Incentive Compensation and Targets, page 17
1. We note your response to our prior comment 2 and reissue. We note the second sentence of your response inappropriately qua lifies your intention in future filings to quantify all performance goals or targets and the goals and targets actually achieved if you believe the disclosure of such goals or targets could result in competitive harm. Please provide your competitive harm analysis now on a supplemental basis or, alternatively, confirm without qualification that in future filings you will revise to quantify all performance goals or targets a nd the goals and target s actually achieved in order for your named executive offi cers to earn their annual incentive compensation. Report on Form 8-K dated June 1, 2011
Entry Into a Material Definitive Agreement
2. We note from the disclosure included in your report on Form 8-K that Neptune Minerals, Inc. (“NMI”) comp leted a share exchange agr eement with the stockholders of Dorado Ocean Resources Limited (“DOR”) whereby each one outstanding share of DOR was exchanged for 1,000 shares of NMI Class B non-voting common stock. We also note that because the company was a shareholder of DOR, it received 1.65 million shares of NMI Class B non-voti ng common stock pursuant to the share exchange. We also note that in conn ection with the share exchange, Odyssey executed a debt conversion agreement w ith NMI whereby Odyssey converted $2.5 million of debt assumed by NMI in the transaction for 2.5 million shares of NMI Class B non-voting common stock. With regard s to these transactions, please tell us and explain in the notes to your financia l statements in future filings, how you accounted for the share exchange and related de bt conversion transact ions. As part of your response and your future disclosure s, please explain how you valued the NMI Class B non-voting common stock received in these transactions and indicate whether any gain or loss was recognized in the compa ny’s financial statements as a result of the transactions. If a gain or loss was recognized, please explain how it was calculated or determined. You may contact Heather Clark at 202-551-3624 or me at 202-551-3813 if you have questions regarding comments on th e financial statements and rela ted matters. Please contact Donald Field at 202-551-3680 w ith any other questions.
Sincerely,
/s/ Linda Cvrkel
Linda Cvrkel Branch Chief
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 3561
July 6, 2011 Via Facsimile
Mr. Gregory P. Stemm, Chief Executive Officer Odyssey Marine Exploration, Inc. 5215 W. Laurel Street Tampa, Florida 33607
Re: Odyssey Marine Exploration, Inc.
Form 10-K for the year ended December 31, 2010
Filed February 28, 2011
File No. 001-31895
Dear Mr. Stemm:
We have reviewed your response letter dated June 20, 2011 and have the following
comments. Unless otherwise indicated, we th ink you should revise your document in future
filings in response to these comments. If you di sagree, we will consider your explanation as
to why our comments are inapplicable or a revi sion is unnecessary. Please be as detailed as
necessary in your explanation. In some of our comments, we may ask you to provide us with
information so we may better understand your disc losure. After reviewing this information,
we may raise additional comments. Please understand that the purpose of our review process is to assist you in your compliance
with the applicable disclosure requirements and to enhance the overa ll disclosure in your
filing. We look forward to working with you in these respects. We welcome any questions
you may have about our comments or any other aspect of our review. Feel free to call us at
the telephone numbers listed at the end of this letter.
Please respond to confirm that such comments will be complied with, or, if certain of the
comments are deemed inappropriate, advise th e staff of your reason. Your response should
be submitted in electronic form, under the labe l “corresp” with a copy to the staff. Please
respond within ten (10) business days.
Mr. Gregory P. Stemm, CEO
Odyssey Marine Exploration, Inc. July 6, 2011 Page 2
Definitive Proxy Statement on Schedule 14A
Annual Incentive Compensation and Targets, page 17
1. We note your response to our prior comment 2 and reissue. We note the second
sentence of your response inappropriately qua lifies your intention in future filings to
quantify all performance goals or targets and the goals and targets actually achieved if
you believe the disclosure of such goals or targets could result in competitive harm.
Please provide your competitive harm analysis now on a supplemental basis or, alternatively, confirm without qualification that in future filings you will revise to
quantify all performance goals or targets a nd the goals and target s actually achieved
in order for your named executive offi cers to earn their annual incentive
compensation.
Report on Form 8-K dated June 1, 2011
Entry Into a Material Definitive Agreement
2. We note from the disclosure included in your report on Form 8-K that Neptune
Minerals, Inc. (“NMI”) comp leted a share exchange agr eement with the stockholders
of Dorado Ocean Resources Limited (“DOR”) whereby each one outstanding share of
DOR was exchanged for 1,000 shares of NMI Class B non-voting common stock.
We also note that because the company was a shareholder of DOR, it received 1.65 million shares of NMI Class B non-voti ng common stock pursuant to the share
exchange. We also note that in conn ection with the share exchange, Odyssey
executed a debt conversion agreement w ith NMI whereby Odyssey converted $2.5
million of debt assumed by NMI in the transaction for 2.5 million shares of NMI Class B non-voting common stock. With regard s to these transactions, please tell us
and explain in the notes to your financia l statements in future filings, how you
accounted for the share exchange and related de bt conversion transact ions. As part of
your response and your future disclosure s, please explain how you valued the NMI
Class B non-voting common stock received in these transactions and indicate whether
any gain or loss was recognized in the compa ny’s financial statements as a result of
the transactions. If a gain or loss was recognized, please explain how it was
calculated or determined.
You may contact Heather Clark at 202-551-3624 or me at 202-551-3813 if you have
questions regarding comments on th e financial statements and rela ted matters. Please contact
Donald Field at 202-551-3680 w ith any other questions.
Sincerely,
/s/ Linda Cvrkel
Linda Cvrkel Branch Chief