SEC Comment Letter for ASTROTECH Corp (ASTC) (CIK 0001001907) (ASTC) — Mar 5, 2011
ASTROTECH Corp (ASTC) (CIK 0001001907)
Date: March 5, 2011 · CIK: 0001001907 · Accession: 0000000000-11-014029
AI Filing Summary & Sentiment
Reasoning
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -3561 March 4, 2011 Thomas B. Pickens, III Chief Executive Officer Astrotech Corporation 401 Congress Ave. Suite 1650 Austin, Texas 78701
Re: Astrotech Corporation Preliminary Proxy Statement on Schedule 14A Filed February 28, 2011
Dear Mr. Pickens :
We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter within ten business days by amending your filing, by providing the requested information, or by advising us whe n you will provide the requested response. 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 reviewing any amendment to your filing and the i nformation you provide in response to these comments, we may have additional comments.
Proposal Four
1. It appears that this transaction may require registration under the Securities Act. We note that Securities Act Rule 145(a)(2) considers statutory mergers or consolidations o r similar plans or acquisitions that are submitted to security holders to be offers or sales subject to the registration requirements of the Securities Act “unless the sole purpose of the transaction is to change an issuer ’s domi cile solely within the United States .” Because of the changes to your governing documents included in proposal four, it appears that the “sole purpose” of the transaction is not to change your domicile. Please file a registration statement on Form S -4 under the Securities Act, or please advise.
2. Please present each material change in the governing documents as separate matters to be voted upon. Please refer to Exchange Act Rule 14a -4(a)(3).
Thomas B. Pickens, III Astrotech Corporation March 4, 2011 Page 2
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the compan y 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.
In responding to our comments, please provide a written statement from the compa ny 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 do not foreclose the Commission from taking any action with respect t o 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.
You may contact John Dana Brown at (202) 551 -3859 if you have qu estions regarding th ese comment s.
Sincerely,
John Dana Brown
Attorney -Advisor
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -3561
March 4, 2011
Thomas B. Pickens, III
Chief Executive Officer
Astrotech Corporation
401 Congress Ave. Suite 1650
Austin, Texas 78701
Re: Astrotech Corporation
Preliminary Proxy Statement on Schedule 14A
Filed February 28, 2011
Dear Mr. Pickens :
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand
your disclosure.
Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us whe n you will provide the
requested response. 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 reviewing any amendment to your filing and the i nformation you provide in
response to these comments, we may have additional comments.
Proposal Four
1. It appears that this transaction may require registration under the Securities Act.
We note that Securities Act Rule 145(a)(2) considers statutory mergers or
consolidations o r similar plans or acquisitions that are submitted to security
holders to be offers or sales subject to the registration requirements of the
Securities Act “unless the sole purpose of the transaction is to change an issuer ’s
domi cile solely within the United States .” Because of the changes to your
governing documents included in proposal four, it appears that the “sole purpose”
of the transaction is not to change your domicile. Please file a registration
statement on Form S -4 under the Securities Act, or please advise.
2. Please present each material change in the governing documents as separate
matters to be voted upon. Please refer to Exchange Act Rule 14a -4(a)(3).
Thomas B. Pickens, III
Astrotech Corporation
March 4, 2011
Page 2
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exchange Act rules require. Since the compan y
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.
In responding to our comments, please provide a written statement from the
compa ny 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 do not
foreclose the Commission from taking any action with respect t o 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.
You may contact John Dana Brown at (202) 551 -3859 if you have qu estions
regarding th ese comment s.
Sincerely,
John Dana Brown
Attorney -Advisor
cc: John M. Porter
Fax: (512) 485 -9531