SEC Comment Letter for ASTROTECH Corp (ASTC) (CIK 0001001907) (ASTC) — Aug 25, 2005
ASTROTECH Corp (ASTC) (CIK 0001001907)
Date: Aug. 25, 2005 · CIK: 0001001907 · Accession: 0000000000-05-044104
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-126772
Letter
August 22, 2005 Via U.S. Mail Michael E. Kearney SPACEHAB, Inc. 12130 State Highway 3, Building 1 Webster, TX 77598
Re: SPACEHAB, Inc. File No. 333-126772 Form S-4/A, filed August 16, 2005
Dear Mr. Kearney:
We have reviewed your revised filing and have the following comments.
Form S-4
General
Forward-Looking Statements, page iii 1. We note the revisions made in response to our prior comment 5. The PSLRA specifically excludes statements, including forward- looking statements, made in connection with tender offers from the safe harbor provided by Section 27A of the Securities Act. See Section 27A(b)(2)(C) of the Securities Act. Your exclusion of "statements relating to the exchange offer and consent solicitation" from the meaning of "forward-looking statements" appears too limited. Revise to clarify that forward-looking statements made in connection with the offer are not within the safe harbor provided by the PSRLA.
Material U.S. Federal Income Tax Considerations, page 83 2. The opinion provided by Haynes and Boone LLP indicates that the discussion under this heading is the opinion of counsel. Please revise the discussion accordingly to state that it is the opinion of counsel.
Please direct any questions to me at (202) 551-3265. You may also contact me via facsimile at (202) 772-9203. Please send all correspondence to us at the following ZIP code: 20549-3628.
Sincerely,
Pamela W. Carmody
Special Counsel
Office of Mergers and Acquisitions
Show Raw Text
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<FILENAME>filename1.txt
<TEXT>
August 22, 2005
Via U.S. Mail
Michael E. Kearney
SPACEHAB, Inc.
12130 State Highway 3, Building 1
Webster, TX 77598
Re: SPACEHAB, Inc.
File No. 333-126772
Form S-4/A, filed August 16, 2005
Dear Mr. Kearney:
We have reviewed your revised filing and have the following
comments.
Form S-4
General
Forward-Looking Statements, page iii
1. We note the revisions made in response to our prior comment 5.
The PSLRA specifically excludes statements, including forward-
looking
statements, made in connection with tender offers from the safe
harbor provided by Section 27A of the Securities Act. See Section
27A(b)(2)(C) of the Securities Act. Your exclusion of "statements
relating to the exchange offer and consent solicitation" from the
meaning of "forward-looking statements" appears too limited.
Revise
to clarify that forward-looking statements made in connection with
the offer are not within the safe harbor provided by the PSRLA.
Material U.S. Federal Income Tax Considerations, page 83
2. The opinion provided by Haynes and Boone LLP indicates that the
discussion under this heading is the opinion of counsel. Please
revise the discussion accordingly to state that it is the opinion
of
counsel.
Please direct any questions to me at (202) 551-3265. You may
also contact me via facsimile at (202) 772-9203. Please send all
correspondence to us at the following ZIP code: 20549-3628.
Sincerely,
Pamela W. Carmody
Special Counsel
Office of Mergers and Acquisitions
cc: Arthur S. Berner, Esq. (via fax (713) 236-5652)
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Michael E. Kearney
SPACEHAB, Inc.
August 22, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
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