SEC Comment Letter for ASTROTECH Corp (ASTC) (CIK 0001001907) (ASTC) — Apr 15, 2011
ASTROTECH Corp (ASTC) (CIK 0001001907)
Date: April 15, 2011 · CIK: 0001001907 · Accession: 0000000000-11-023681
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-34426
Letter
April 8, 2011 VIA U.S. MAIL Thomas B. Pickens, III Chief Executive Officer Astrotech Corporation 401 Congress Avenue Suite 1650 Austin, TX 78701 Re: Astrotech Corporation Form 10-K for the fiscal year ended June 30, 2010 Filed August 30, 2010 File No. 001-34426
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 advi sing us when you will provide the requested response. If you do not believe our comments apply to your fact s and circumstances or do not believe an amendment is appropriate, pl ease tell us why in your response.
After reviewing any amendment to your filing and the information you provide in response to these comments, we ma y have additional comments. Item 1A. Risk Factors, page 6
1. In future filings, please delete the second sent ence of the introductory paragraph. If a risk is not deemed material, it shoul d not be referenced here. Current Directors, page 48
2. In future filings, please revi se your directors’ biographi es to discuss the specific experience, qualifications, attributes, or skills that led to the conc lusion that the person should serve as a director. Refer to Item 401(e) of Regulation S-K.
Thomas B. Pickens, III Astrotech Corporation April 8, 2011 Page 2 Compensation Discussion and Analysis, page 53
The Compensation Program, page 54
3. We note your disclosure that you benc hmark your Named Executive Officers’ compensation to a peer group of public companie s. In future filings, please identify the companies to which you benchmark and disclo se the degree to which the compensation committee considers such companies comparable to you. If all or part of your NEOs’ compensation is benchmarked to a percentil e range of the peer group, disclose the percentiles. Refer to Item 402( b)(2)(xiv) of Regulation S-K.
Short-Term Cash Incentives, page 55
4. In future filings, please quan tify all performance targets unde r the Bonus Plan that must be achieved in order for your executive offi cers to earn their incen tive compensation. To the extent you believe that disclosure of the targets is not required because it would result in competitive harm such that the targets could be excluded under Instruction 4 to Item 402(b) of Regulation S-K, please provide on a supplemental basis a detailed explanation for such conclusion. Please also note that to the extent that you have an appropriate basis for omitting the specific targets, you must disc uss how difficult it would be for the named executive officers or how likely it will be for you to achieve the undisclosed target levels or other factors. General statements regardi ng the level of difficult y, or ease, associated with achieving performance goals either corpor ately or individually are not sufficient.
Summary Compensation Table, page 57
5. With respect to the stock and option awards re ported in columns (c) and (d), clarify in the footnotes the assumptions made in valuat ion by reference to a discussion of those assumptions in your financial statements, f ootnotes to the financial statements, or discussion in Management’s Discussion and Anal ysis. Refer to the Instruction to Item 402(c)(2)(v) and (vi) of Regulation S-K. We urge all persons who are res ponsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules requir e. Since the company 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 company acknowledging that: the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;
Thomas B. Pickens, III Astrotech Corporation April 8, 2011 Page 3 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to 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 federa l securities laws of the United States.
Please contact J. Nolan McWilliams at (202) 551-3217 or me at (202) 551-3324 with any questions. Sincerely,
John Stickel Attorney-Advisor
Show Raw Text
April 8, 2011
VIA U.S. MAIL
Thomas B. Pickens, III Chief Executive Officer Astrotech Corporation 401 Congress Avenue Suite 1650 Austin, TX 78701
Re: Astrotech Corporation
Form 10-K for the fiscal year ended June 30, 2010 Filed August 30, 2010
File No. 001-34426
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 advi sing us when you will provide the requested
response. If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
Item 1A. Risk Factors, page 6
1. In future filings, please delete the second sent ence of the introductory paragraph. If a risk
is not deemed material, it shoul d not be referenced here.
Current Directors, page 48
2. In future filings, please revi se your directors’ biographi es to discuss the specific
experience, qualifications, attributes, or skills that led to the conc lusion that the person
should serve as a director. Refer to Item 401(e) of Regulation S-K.
Thomas B. Pickens, III
Astrotech Corporation April 8, 2011 Page 2
Compensation Discussion and Analysis, page 53
The Compensation Program, page 54
3. We note your disclosure that you benc hmark your Named Executive Officers’
compensation to a peer group of public companie s. In future filings, please identify the
companies to which you benchmark and disclo se the degree to which the compensation
committee considers such companies comparable to you. If all or part of your NEOs’
compensation is benchmarked to a percentil e range of the peer group, disclose the
percentiles. Refer to Item 402( b)(2)(xiv) of Regulation S-K.
Short-Term Cash Incentives, page 55
4. In future filings, please quan tify all performance targets unde r the Bonus Plan that must
be achieved in order for your executive offi cers to earn their incen tive compensation. To
the extent you believe that disclosure of the targets is not required because it would result
in competitive harm such that the targets could be excluded under Instruction 4 to Item 402(b) of Regulation S-K, please provide on a supplemental basis a detailed explanation
for such conclusion. Please also note that to the extent that you have an appropriate basis
for omitting the specific targets, you must disc uss how difficult it would be for the named
executive officers or how likely it will be for you to achieve the undisclosed target levels
or other factors. General statements regardi ng the level of difficult y, or ease, associated
with achieving performance goals either corpor ately or individually are not sufficient.
Summary Compensation Table, page 57
5. With respect to the stock and option awards re ported in columns (c) and (d), clarify in the
footnotes the assumptions made in valuat ion by reference to a discussion of those
assumptions in your financial statements, f ootnotes to the financial statements, or
discussion in Management’s Discussion and Anal ysis. Refer to the Instruction to Item
402(c)(2)(v) and (vi) of Regulation S-K.
We urge all persons who are res ponsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e. Since the company 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 company
acknowledging that:
the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;
Thomas B. Pickens, III
Astrotech Corporation April 8, 2011 Page 3
staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to 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 federa l securities laws of the United States.
Please contact J. Nolan McWilliams at (202) 551-3217 or me at (202) 551-3324 with any
questions.
Sincerely,
John Stickel Attorney-Advisor