SEC Comment Letter for NWPX Infrastructure, (NWPX) — Mar 23, 2017
NWPX Infrastructure, Inc.
Date: March 23, 2017 · CIK: 0001001385 · Accession: 0000000000-17-009642
AI Filing Summary & Sentiment
File numbers found in text: 333-216802
Letter
Mail Stop 4631 March 2 3, 2017 Via E -mail Scott Montross Northwest Pipe Company 5721 SE Columbia Way, Suite 200 Vancouver, WA 98661
Re: Northwest Pipe Company Registration Statement on Form S-3 Filed March 17, 2017 File No. 333-216802
Dear Mr. Montross :
We have limited our review of your registration statement to those issues we have addressed in our comments.
Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewin g any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments.
General
1. We note that Part III of your annual report on Form 10 -K for the fiscal year ended December 31, 2016 incorporates by reference portions of your definitive proxy statement which has not been filed yet. Please be advised that we cannot accelerate the effective date of your registration statement until you have amended the Form 10 -K to include Part III inf ormation or filed t he definitive proxy statement. For guidance, please refer to Question 123.01 of our Securities Act Forms Compliance and Disclosure Interpretations.
2. We note that you indicate that your Statement of Eli gibility of Trustee under the Indenture will be filed by amendment or incorporated by reference to a report filed under the Exchange Act. Please note that each Form T -1 must be separately filed under the electronic form type “ 305B2 ”. You may not incorpor ate by reference a Form T -1 from another filed document. Refer to Interpretation 206.01 of our Trust Indenture Act of 1939 Compliance and Disclosure Interpretations.
Scott Montross Northwest Pipe Company March 2 3, 2017 Page 2
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.
Refer to Rules 460 and 461 regarding requests for acceleration . Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
Please contact Chris Ronne, Staff Attorney , at (202) 551 -6156 or me at (202) 551 -3397 with any questions.
Sincerely,
/s/ Jay Ingram
Show Raw Text
Mail Stop 4631
March 2 3, 2017
Via E -mail
Scott Montross
Northwest Pipe Company
5721 SE Columbia Way, Suite 200
Vancouver, WA 98661
Re: Northwest Pipe Company
Registration Statement on Form S-3
Filed March 17, 2017
File No. 333-216802
Dear Mr. Montross :
We have limited our review of your registration statement to those issues we have
addressed in our comments.
Please respond to this letter by amending your registration statement and providing the
requested information . If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewin g any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
General
1. We note that Part III of your annual report on Form 10 -K for the fiscal year ended
December 31, 2016 incorporates by reference portions of your definitive proxy statement
which has not been filed yet. Please be advised that we cannot accelerate the effective
date of your registration statement until you have amended the Form 10 -K to include Part
III inf ormation or filed t he definitive proxy statement. For guidance, please refer to
Question 123.01 of our Securities Act Forms Compliance and Disclosure Interpretations.
2. We note that you indicate that your Statement of Eli gibility of Trustee under the
Indenture will be filed by amendment or incorporated by reference to a report filed under
the Exchange Act. Please note that each Form T -1 must be separately filed under the
electronic form type “ 305B2 ”. You may not incorpor ate by reference a Form T -1 from
another filed document. Refer to Interpretation 206.01 of our Trust Indenture Act of
1939 Compliance and Disclosure Interpretations.
Scott Montross
Northwest Pipe Company
March 2 3, 2017
Page 2
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.
Refer to Rules 460 and 461 regarding requests for acceleration . Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Chris Ronne, Staff Attorney , at (202) 551 -6156 or me at (202) 551 -3397
with any questions.
Sincerely,
/s/ Jay Ingram
Jay Ingram
Legal Branch Chief
Office of Manufacturing and
Construction
cc: Via E -mail
Gregory E. Struxness, Esq.