SEC Comment Letter for ATN International, Inc. (ATNI) (CIK 0000879585) (ATNI) — Dec 19, 2008
ATN International, Inc. (ATNI) (CIK 0000879585)
Date: Dec. 19, 2008 · CIK: 0000879585 · Accession: 0000000000-08-062607
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-12593
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 3720 December 18, 2008 Mr. Michael T. Prior President and Chief Executive Officer Atlantic Tele-Network, Inc. 10 Derby Square Salem, Massachusetts 01970 RE: Atlantic Tele-Network, Inc. Form 10-K for the year ended December 31, 2007 Filed March 17, 2008 File No. 001-12593
Dear Mr. Prior: We have reviewed your filing and have the following comments. If you disagree with a comment, we will consider your explanation as to why it is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. Please comply with our comments in future filings. Confirm in writing that you will do so and also explain to us how you intend to compl y. Please do so within the time frame set forth below. Please understand that after our revi ew of your responses, we may raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requir ements 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 comments or on any other aspe ct of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Form 10-K for the year ended December 31, 2007
Front Cover Page
1. In future filings, please revise your disclosu re to reflect your co rrect Commission File Number. The correct file number is 001-12593.
Atlantic Tele-Network, Inc. December 18, 2008 Page 2 Definitive Proxy Statement Incorporated By Reference Into Part III of Form 10-K
Elements of Compensation, page 23
Annual Cash Bonus, page 24
2. We note that annual cash bonus awards are tied to the achievement of specified company, stock price and individual performance goals. In future filings, please disclose, for each named executive officer, the performance goals a nd weight given to the achievement of the performance goals. In addition, disclose the pe rformance targets and threshold levels for the goals. See Regulation S-K Item 40 2(b)(v), (vi) and (vii). If you believe that such disclosure is not required because it would result in competitive harm such that you may omit this information under Instruction 4 to Item 402(b) of Regulation S-K, pl ease provide in your response letter a detailed explanation of such conclusion. If you believe you have a sufficient basis to keep the information confidential, disclo se in future filings how difficult it would be for the executive or how likely it would be for you to achieve the undisclosed performance goal. Please note that general statements rega rding the level of difficu lty or ease associated with achieving the goals are not sufficient. In discussing how difficult it will be for an executive or how likely it will be for you to ach ieve the performance goals, provide as much detail as necessary without providing informati on that would result in competitive harm. For further guidance, please refer to Questi on 118.04 in our Regulation S-K Compliance and Disclosure Interpretations, available on our website at www.sec.gov/divisions/corpfin /guidance/regs-kinterp.htm . 3. We note your disclosure, “the Compensati on Committee and the Board always have discretion to determine the extent to which bonuses will be paid or not, regardless of whether the pre-established criteria are fully achieved, partially achieved or not at all.” Discuss whether discretion was exercised by the board or compensation committee either to award compensation absent attainment of the relevant performance goal(s) or to reduce or increase the size of an award. Identify any particular exercise of discretion, and state whether it applied to one or more specified named executiv e officers or to all compensation subject to the relevant performance goal(s). Please re fer to Regulation S-K It em 402(b)(2)(vi). 4. Please discuss how the compensation committee a rrived at its determination to pay each named executive officer the amount of cas h bonus awarded. While you discuss the determinations with respect to the company’s Chief Executive Officer and Chief Financial Officer, you do not provide any discussion or analysis with respect to the other named executive officers.
Summary Executive Compensation Table, page 29
5. It appears that amounts that you have charac terized as bonus awards to your executive officers are based on satisfacti on of performance targets that were pre-established and communicated to your executives. Therefore, in future filings, it appears that you should report these awards in your Summary Compensation Table as non-equity incentive plan awards. Amounts disclosed under the bonus column should only be awards that were purely
Atlantic Tele-Network, Inc. December 18, 2008 Page 3 discretionary without correlation to satisfac tion of specific performance measures. For further guidance, see Question 119.02 in our Regulation S-K Compliance and Disclosure Interpretations, available on our website at http://www.sec.gov/divisions/cor pfin/cfguidance.shtml#regs-k . 6. In future filings, please provide appropriate footnote disclosure regarding the assumptions made in the valuation for awards reported in the Option Awards column and the Stock Awards column for all fiscal years presented. See the Instruction to Regulation S-K Item 402(c)(2)(v) and (vi). For further guidance, see Question 119.04 in our Regulation S-K Compliance and Disclosure Interpretations. 7. Please tell us in your response letter wher e you included in the Summary Compensation Table the purchase by the company of Mr. Krei sher’s restricted stock that immediately vested on September 17, 2007 in exchange fo r your payment of Mr. Kreisher’s tax obligations.
Director Compensation, page 32
8. We note your disclosure in footnote 1 discus sing assumptions used in calculating the amounts of the awards granted pursuant to your 2005 Restricted Stock and Incentive Plan. Please confirm in your response letter that foot note 1 was intended to supplement the column titled “Stock Awards.” In future filings, please provide this information in a footnote to the correct column. 9. We note your disclosure on page 33 that direct ors receive dividend equi valents on their stock units equal to 115% of the value of dividends paid on your common stock. Please tell us in your response letter where the di vidend equivalents are reflected in the director compensation table.
Please respond to these comments within 10 business days or tell us when you will provide us with a response. Please furnish a lett er that keys your respon ses to our comments and provides any requested information. Detailed letter s greatly facilitate our review. Please file your letter over EDGAR. Please understand th at we may have addi tional comments after reviewing your responses to our comments. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an informed decision. Since the comp any and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of the disclosures they have made.
Atlantic Tele-Network, Inc. December 18, 2008 Page 4 In connection with responding to our comme nt, please provide, in writing, a statement from the company acknowledging that • the company is responsible for the adequacy an d accuracy of the disclo sure in the filings;
• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and
• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of the United States. In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the sta ff of the Division of Corporati on Finance in our review of your filings or in response to our comments on your filings.
You may contact Reid Hooper, Staff Atto rney, at (202) 551-3359, Kathleen Krebs, Special Counsel, at (202) 551-3350, or me, at (202) 551-3810 with any questions.
Sincerely,
L a r r y S p i r g e l A s s i s t a n t D i r e c t o r
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 3720
December 18, 2008
Mr. Michael T. Prior President and Chief Executive Officer Atlantic Tele-Network, Inc. 10 Derby Square Salem, Massachusetts 01970
RE: Atlantic Tele-Network, Inc.
Form 10-K for the year ended December 31, 2007
Filed March 17, 2008 File No. 001-12593
Dear Mr. Prior:
We have reviewed your filing and have the following comments. If you disagree with a
comment, we will consider your explanation as to why it is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your explanation.
Please comply with our comments in future filings. Confirm in writing that you will do
so and also explain to us how you intend to compl y. Please do so within the time frame set forth
below. Please understand that after our revi ew of your responses, we may raise additional
comments. Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements 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 comments or on any other aspe ct of our review. Feel free to call us at
the telephone numbers listed at the end of this letter.
Form 10-K for the year ended December 31, 2007
Front Cover Page
1. In future filings, please revise your disclosu re to reflect your co rrect Commission File
Number. The correct file number is 001-12593.
Atlantic Tele-Network, Inc.
December 18, 2008 Page 2 Definitive Proxy Statement Incorporated By Reference Into Part III of Form 10-K
Elements of Compensation, page 23
Annual Cash Bonus, page 24
2. We note that annual cash bonus awards are tied to the achievement of specified company,
stock price and individual performance goals. In future filings, please disclose, for each named executive officer, the performance goals a nd weight given to the achievement of the
performance goals. In addition, disclose the pe rformance targets and threshold levels for the
goals. See Regulation S-K Item 40 2(b)(v), (vi) and (vii). If you believe that such disclosure
is not required because it would result in competitive harm such that you may omit this
information under Instruction 4 to Item 402(b) of Regulation S-K, pl ease provide in your
response letter a detailed explanation of such conclusion. If you believe you have a sufficient
basis to keep the information confidential, disclo se in future filings how difficult it would be
for the executive or how likely it would be for you to achieve the undisclosed performance
goal. Please note that general statements rega rding the level of difficu lty or ease associated
with achieving the goals are not sufficient. In discussing how difficult it will be for an
executive or how likely it will be for you to ach ieve the performance goals, provide as much
detail as necessary without providing informati on that would result in competitive harm. For
further guidance, please refer to Questi on 118.04 in our Regulation S-K Compliance and
Disclosure Interpretations, available on our website at www.sec.gov/divisions/corpfin /guidance/regs-kinterp.htm
.
3. We note your disclosure, “the Compensati on Committee and the Board always have
discretion to determine the extent to which bonuses will be paid or not, regardless of whether
the pre-established criteria are fully achieved, partially achieved or not at all.” Discuss
whether discretion was exercised by the board or compensation committee either to award compensation absent attainment of the relevant performance goal(s) or to reduce or increase
the size of an award. Identify any particular exercise of discretion, and state whether it
applied to one or more specified named executiv e officers or to all compensation subject to
the relevant performance goal(s). Please re fer to Regulation S-K It em 402(b)(2)(vi).
4. Please discuss how the compensation committee a rrived at its determination to pay each
named executive officer the amount of cas h bonus awarded. While you discuss the
determinations with respect to the company’s Chief Executive Officer and Chief Financial Officer, you do not provide any discussion or analysis with respect to the other named
executive officers.
Summary Executive Compensation Table, page 29
5. It appears that amounts that you have charac terized as bonus awards to your executive
officers are based on satisfacti on of performance targets that were pre-established and
communicated to your executives. Therefore, in future filings, it appears that you should
report these awards in your Summary Compensation Table as non-equity incentive plan
awards. Amounts disclosed under the bonus column should only be awards that were purely
Atlantic Tele-Network, Inc.
December 18, 2008 Page 3
discretionary without correlation to satisfac tion of specific performance measures. For
further guidance, see Question 119.02 in our Regulation S-K Compliance and Disclosure
Interpretations, available on our website at http://www.sec.gov/divisions/cor pfin/cfguidance.shtml#regs-k
.
6. In future filings, please provide appropriate footnote disclosure regarding the assumptions
made in the valuation for awards reported in the Option Awards column and the Stock
Awards column for all fiscal years presented. See the Instruction to Regulation S-K Item 402(c)(2)(v) and (vi). For further guidance, see Question 119.04 in our Regulation S-K
Compliance and Disclosure Interpretations.
7. Please tell us in your response letter wher e you included in the Summary Compensation
Table the purchase by the company of Mr. Krei sher’s restricted stock that immediately
vested on September 17, 2007 in exchange fo r your payment of Mr. Kreisher’s tax
obligations.
Director Compensation, page 32
8. We note your disclosure in footnote 1 discus sing assumptions used in calculating the
amounts of the awards granted pursuant to your 2005 Restricted Stock and Incentive Plan.
Please confirm in your response letter that foot note 1 was intended to supplement the column
titled “Stock Awards.” In future filings, please provide this information in a footnote to the correct column.
9. We note your disclosure on page 33 that direct ors receive dividend equi valents on their stock
units equal to 115% of the value of dividends paid on your common stock. Please tell us in
your response letter where the di vidend equivalents are reflected in the director compensation
table.
Please respond to these comments within 10 business days or tell us when you will
provide us with a response. Please furnish a lett er that keys your respon ses to our comments and
provides any requested information. Detailed letter s greatly facilitate our review. Please file
your letter over EDGAR. Please understand th at we may have addi tional comments after
reviewing your responses to our comments. We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings reviewed by the staff to be certain that they have provided all information investors
require for an informed decision. Since the comp any and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.
Atlantic Tele-Network, Inc.
December 18, 2008 Page 4 In connection with responding to our comme nt, please provide, in writing, a statement
from the company acknowledging that
• the company is responsible for the adequacy an d accuracy of the disclo sure in the filings;
• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filings; and
• the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filings or in response to our comments on your filings.
You may contact Reid Hooper, Staff Atto rney, at (202) 551-3359, Kathleen Krebs,
Special Counsel, at (202) 551-3350, or me, at (202) 551-3810 with any questions.
Sincerely,
L a r r y S p i r g e l A s s i s t a n t D i r e c t o r