SEC Comment Letter for HUDSON TECHNOLOGIES (HDSN) — Jul 20, 2006
HUDSON TECHNOLOGIES INC /NY (HDSN) (CIK 0000925528)
Date: July 20, 2006 · CIK: 0000925528 · Accession: 0000000000-06-033856
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Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-7010 DIVISION OF CORPORATION FINANCE Mail Stop 7010 March 22, 2006 Mr. James R. Buscemi Chief Financial Officer Hudson Technologies, Inc. 275 North Middletown Road Pearl River, New York 10965
RE: Form 10-KSB for the Fisc al Year ended December 31, 2004 Forms 10-QSB for the Fiscal Quarters ended March 31, 2005, June 30, 2005 and September 30, 2005 File No. 1-13412
Dear Mr. Buscemi:
We have reviewed your response lett er dated February 10, 2006 and have the following additional comments. If you disagree with our comment, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as nece ssary in your explanation.
Please understand that the purpose of our re view 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 comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
James R. Buscemi Hudson Technologies, Inc. March 22, 2006 Page 2 of 3 Form 10-KSB for the year ended December 31, 2004
Financial Statements Consolidated Statements of Operations, page 34 1. We have reviewed your response to pr ior comment 4. Given that the $98,000 recorded as a gain on the sale of fixed assets represents approximately 24% of your operating income (loss) for the year ended December 31, 2004, it is not clear how you determined this amount is not material. Please revise your financial statements.
Note 9 – Stockholders’ Equity, page 42 2. We have reviewed your response to comm ent 5. We remind you that note 4 to paragraph 5 of EITF 98-5 states that in circumstances in which convertible securities are issued with detachable warra nts, you must first allocate the proceeds between the convertible instrument and th e detachable warrants using the relative fair value method of Opinion 14 in order to determine the amount to be allocated to the beneficial conversion feature. For each convertible note issuance, please provide us with the calculation used to determine the amount that should be allocated to the convertible debt and th e warrants as well as how you determined the amount to be allocated to the benefici al conversion feature. Your calculations should specifically show the number of common shares that the note is convertible into, the fair market value of your common stock on the date of each issuance, the conversion strike price of each note issued, and the resulting beneficial conversion amount fo r each note that you issued. 3. Please tell us the assumptions used in the Black-Scholes model to determine the $157,000 fair value of the note warrants. 4. We have reviewed your response to co mment 6. Please revise your financial statements for the year ended Decem ber 31, 2003 to properly account for the Series A Preferred Stock. Please appropriately address the following: 1. an explanatory paragraph in the reissued audit opinion, 2. full compliance with APB 20, paragraphs 36 and 37, 3. fully update all affected portions of the document, including MD&A, selected financial data, a nd quarterly financial data, 4. updated certifications.
* * * *
James R. Buscemi Hudson Technologies, Inc. March 22, 2006 Page 3 of 3 Please respond to these comments within 10 business days, or tell us when you will provide us with a response. Please provi de us with a response letter that keys your responses to our comments and provides a ny requested information. Detailed letters greatly facilitate our review . Please file your response on EDGAR as a correspondence file. Please understand that we may have additional comments after reviewing your responses to our comments.
If you have any questions regardi ng these comments, please direct them to Gus Rodriguez, Staff Accountant, at (202) 551-3752 or, in his absence, Nudrat Salik, Staff Accountant, at (202) 551-3692.
Sincerely,
R u f u s D e c k e r
B r a n c h C h i e f
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
March 22, 2006
Mr. James R. Buscemi
Chief Financial Officer
Hudson Technologies, Inc.
275 North Middletown Road
Pearl River, New York 10965
RE: Form 10-KSB for the Fisc al Year ended December 31, 2004
Forms 10-QSB for the Fiscal Quarters ended March 31, 2005, June 30,
2005 and September 30, 2005
File No. 1-13412
Dear Mr. Buscemi:
We have reviewed your response lett er dated February 10, 2006 and have the
following additional comments. If you disagree with our comment, we will consider
your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as nece ssary in your explanation.
Please understand that the purpose of our re view 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 comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
James R. Buscemi
Hudson Technologies, Inc.
March 22, 2006 Page 2 of 3
Form 10-KSB for the year ended December 31, 2004
Financial Statements
Consolidated Statements of Operations, page 34
1. We have reviewed your response to pr ior comment 4. Given that the $98,000
recorded as a gain on the sale of fixed assets represents approximately 24% of your operating income (loss) for the year ended December 31, 2004, it is not clear how you determined this amount is not material. Please revise your financial statements.
Note 9 – Stockholders’ Equity, page 42
2. We have reviewed your response to comm ent 5. We remind you that note 4 to
paragraph 5 of EITF 98-5 states that in circumstances in which convertible
securities are issued with detachable warra nts, you must first allocate the proceeds
between the convertible instrument and th e detachable warrants using the relative
fair value method of Opinion 14 in order to determine the amount to be allocated to the beneficial conversion feature. For each convertible note issuance, please
provide us with the calculation used to determine the amount that should be
allocated to the convertible debt and th e warrants as well as how you determined
the amount to be allocated to the benefici al conversion feature. Your calculations
should specifically show the number of common shares that the note is
convertible into, the fair market value of your common stock on the date of each
issuance, the conversion strike price of each note issued, and the resulting
beneficial conversion amount fo r each note that you issued.
3. Please tell us the assumptions used in the Black-Scholes model to determine the $157,000 fair value of the note warrants.
4. We have reviewed your response to co mment 6. Please revise your financial
statements for the year ended Decem ber 31, 2003 to properly account for the
Series A Preferred Stock. Please appropriately address the following:
1. an explanatory paragraph in the reissued audit opinion,
2. full compliance with APB 20, paragraphs 36 and 37,
3. fully update all affected portions of the document, including MD&A,
selected financial data, a nd quarterly financial data,
4. updated certifications.
* * * *
James R. Buscemi
Hudson Technologies, Inc.
March 22, 2006 Page 3 of 3
Please respond to these comments within 10 business days, or tell us when you will provide us with a response. Please provi de us with a response letter that keys your
responses to our comments and provides a ny requested information. Detailed letters
greatly facilitate our review . Please file your response on EDGAR as a correspondence
file. Please understand that we may have additional comments after reviewing your
responses to our comments.
If you have any questions regardi ng these comments, please direct them to Gus
Rodriguez, Staff Accountant, at (202) 551-3752 or, in his absence, Nudrat Salik, Staff Accountant, at (202) 551-3692.
Sincerely,
R u f u s D e c k e r
B r a n c h C h i e f