SEC Comment Letter for IDEXX LABORATORIES (IDXX) — Jul 2, 2010
IDEXX LABORATORIES INC /DE (IDXX) (CIK 0000874716)
Date: July 2, 2010 · CIK: 0000874716 · Accession: 0000000000-10-037368
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-19271
Letter
Via Facsimile and U.S. Mail July 1 , 2010 Conan R. Deady Corporate Vice President, General Counsel and Secretary Idexx Laboratories, Inc. One Idexx Drive Westbrook, Maine 04092
Re: Idexx Laboratories, Inc. Form 10 -K for the Fis cal Year Ended December 31, 200 9 Filed February 19, 2010 File Number: 000-19271
Dear M r. Deady :
We have reviewed your response filed with us on June 11, 2010 and have the following comment s. In our comment s, we ask you to provide us with information to better understand your disclosure. The information you provide should show us what the revised disclosure will look like and identify the annual or quarterly filing, as applicable, in which you intend to first include it. If you do not believe that revi sed disclosure is necessary, explain the reason in your response. After reviewing the information provided, we may raise additional comments and/or request that you amend your filing.
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 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 on any other aspect o f our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Conan R. Deady Idexx Laboratories, Inc. July 1 , 2010 Page 2
Annual Report on Form 10 -K
Item 1. Business
Production and Supply , page 9
1. Please be advised that we cannot clear our review of your annual report on F orm 10-K until your agreement with Moss, Inc. has been filed.
Patents and Licenses, page 9
2. We note your response to our prior comment 3. Please confirm that you will include this information in your response in future filings.
Schedule 14A
Compensatio n Discussion & Analysis, page 22
3. We note your response to comment 9 and your statement that the Committee’s subjective determination is based on those factors it deems relevant. Please confirm that in future years you will discuss all factors that the Co mmittee considered in determining bonuses. A lso, to the extent that individual goals are set, please confirm that you will discuss the level of achievement and how the level of achievement was used to determine bonuses. If the level of achievement is not c onsidered by the Committee, you should discuss the factors that were considered and why the individual goals were not considered.
* * * *
Please provide us the information requested within 10 business days or tell us when you will provide us with a re sponse. Please furnish a cover letter with your response that keys your response to our comments. Detailed cover letters greatly facilitate our review. Please furnish your letter on EDGAR under the form type label CORRESP.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing include all information required under the Securities Exchange Act of 1934 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.
Conan R. Deady Idexx Laboratories, Inc. July 1 , 2010 Page 3
In connection with responding to ou r comments, please provide, in your letter, a statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments d o not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments 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 advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.
Please contact Scot Foley at (202) 551 -3383, Suzanne Hayes, Branch Chief, at (202) 551 -3675 or me at (202) 551 -3715 with any questions.
Sincerely,
Jeffrey P. Riedler
Assistant Director
Show Raw Text
Via Facsimile and U.S. Mail
July 1 , 2010
Conan R. Deady
Corporate Vice President, General Counsel and Secretary
Idexx Laboratories, Inc.
One Idexx Drive
Westbrook, Maine 04092
Re: Idexx Laboratories, Inc.
Form 10 -K for the Fis cal Year Ended December 31, 200 9
Filed February 19, 2010
File Number: 000-19271
Dear M r. Deady :
We have reviewed your response filed with us on June 11, 2010 and have the
following comment s. In our comment s, we ask you to provide us with information to
better understand your disclosure. The information you provide should show us what the
revised disclosure will look like and identify the annual or quarterly filing, as applicable,
in which you intend to first include it. If you do not believe that revi sed disclosure is
necessary, explain the reason in your response. After reviewing the information provided,
we may raise additional comments and/or request that you amend your filing.
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 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 on any other aspect o f our
review. Feel free to call us at the telephone numbers listed at the end of this letter.
Conan R. Deady
Idexx Laboratories, Inc.
July 1 , 2010
Page 2
Annual Report on Form 10 -K
Item 1. Business
Production and Supply , page 9
1. Please be advised that we cannot clear our review of your annual report on F orm
10-K until your agreement with Moss, Inc. has been filed.
Patents and Licenses, page 9
2. We note your response to our prior comment 3. Please confirm that you will
include this information in your response in future filings.
Schedule 14A
Compensatio n Discussion & Analysis, page 22
3. We note your response to comment 9 and your statement that the Committee’s
subjective determination is based on those factors it deems relevant. Please
confirm that in future years you will discuss all factors that the Co mmittee
considered in determining bonuses. A lso, to the extent that individual goals are
set, please confirm that you will discuss the level of achievement and how the
level of achievement was used to determine bonuses. If the level of achievement
is not c onsidered by the Committee, you should discuss the factors that were
considered and why the individual goals were not considered.
* * * *
Please provide us the information requested within 10 business days or tell us
when you will provide us with a re sponse. Please furnish a cover letter with your response
that keys your response to our comments. Detailed cover letters greatly facilitate our
review. Please furnish your letter on EDGAR under the form type label CORRESP.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing include all information required under
the Securities Exchange Act of 1934 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.
Conan R. Deady
Idexx Laboratories, Inc.
July 1 , 2010
Page 3
In connection with responding to ou r comments, please provide, in your letter, a
statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in
the filing;
staff comments or changes to disclosure in response to staff comments d o not
foreclose the Commission from taking any action with respect to the filing;
and
the company may not assert staff comments 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 advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review
of your filing or in response to our comments on your filing.
Please contact Scot Foley at (202) 551 -3383, Suzanne Hayes, Branch Chief, at
(202) 551 -3675 or me at (202) 551 -3715 with any questions.
Sincerely,
Jeffrey P. Riedler
Assistant Director