SEC Comment Letter for NetApp, Inc. (NTAP) (CIK 0001002047) (NTAP) — Feb 26, 2010
NetApp, Inc. (NTAP) (CIK 0001002047)
Date: Feb. 26, 2010 · CIK: 0001002047 · Accession: 0000000000-10-011310
AI Filing Summary & Sentiment
Reasoning
Letter
Re: NetApp, Inc. Form 10-K for the Fiscal Year Ended April 29, 2009 Filed June 17, 2009 File No. 0-27130 Dear Mr. Warmenhoven:
February 26, 2010
Via U.S. Mail and Facsimile (408-822-4501) Daniel J. Warmenhoven Chief Executive Officer and Chairman of the Board NetApp, Inc. 495 East Java Drive Sunnyvale, California 94089
We have limited our review of your f ilings to disclosure relating to your contacts with countries that have been identified as state sponsors of terrorism, and we have the following comment. Our review w ith respect to this issue does not preclude further review by the Assistant Director group with respect to other issues. At this juncture, we are asking you to provide us with supplemental information, so that we may better understand your disclosure. Please be as detailed as necessary in your response. After reviewing this information, we may raise additional comments. 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 filings. We look forward to working with you in these respects. We welcome any questions you may have about our comment or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
General
1. You state on page 95 that you earned revenues from Latin America, a reference generally understood to encompass Cuba. We are also aware of various public media reports that several of your resellers have operations in Iran, Sudan, and/or Syria. Cuba, Iran, Sudan, and Syria are countries that are id entified by the State Department as state sponsors of terror ism, and are subject to U.S. economic sanctions and export controls. We not e that your Form 10-K does not include disclosure regarding contacts with Cuba, Iran, Sudan, and Syria. Please describe to us the nature and extent of your past , current, and antici pated contacts with Cuba, Iran, Sudan, and Syria, if any, wh ether through subsidiaries, distributors, resellers, or other direct or indirect arrangements. Your response should describe any products, equipment, components, tec hnology, software, or services that you have provided into Cuba, Iran, Sudan, and Syria, directly or indirectly, and any agreements, commercial arrangements, or other contacts you have had with the governments of those countries or entit ies controlled by those governments.
Daniel J. Warmenhoven NetApp, Inc. February 26, 2010 Page 2 * * * * *
Please respond to this comment within 10 business days or tell us when you will provide us with a response. Pleas e submit your response letter on EDGAR. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that th e filings include all in formation required under the Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possession of all facts relating to the company’ s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the filings; • staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and
• the company may not assert staff comme nts as a defense in any proceeding initiated by the Commission or any person under the federal secu rities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filings or in response to our comments on your filings.
Please understand that we may have addi tional comments after we review your response to our comment. Pl ease contact Pradip Bhaumik, Special Counsel, at (202) 551- 3333 if you have any questions about the commen ts or our review. You may also contact me at (202) 551-3470. S i n c e r e l y , C e c i l i a B l y e , C h i e f Office of Global Security Risk cc: Barbara Jacobs Assistant Director Division of Corporation Finance
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February 26, 2010 Via U.S. Mail and Facsimile (408-822-4501) Daniel J. Warmenhoven Chief Executive Officer and Chairman of the Board NetApp, Inc. 495 East Java Drive Sunnyvale, California 94089 Re: NetApp, Inc. Form 10-K for the Fiscal Year Ended April 29, 2009 Filed June 17, 2009 File No. 0-27130 Dear Mr. Warmenhoven: We have limited our review of your f ilings to disclosure relating to your contacts with countries that have been identified as state sponsors of terrorism, and we have the following comment. Our review w ith respect to this issue does not preclude further review by the Assistant Director group with respect to other issues. At this juncture, we are asking you to provide us with supplemental information, so that we may better understand your disclosure. Please be as detailed as necessary in your response. After reviewing this information, we may raise additional comments. 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 filings. We look forward to working with you in these respects. We welcome any questions you may have about our comment or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. General 1. You state on page 95 that you earned revenues from Latin America, a reference generally understood to encompass Cuba. We are also aware of various public media reports that several of your resellers have operations in Iran, Sudan, and/or Syria. Cuba, Iran, Sudan, and Syria are countries that are id entified by the State Department as state sponsors of terror ism, and are subject to U.S. economic sanctions and export controls. We not e that your Form 10-K does not include disclosure regarding contacts with Cuba, Iran, Sudan, and Syria. Please describe to us the nature and extent of your past , current, and antici pated contacts with Cuba, Iran, Sudan, and Syria, if any, wh ether through subsidiaries, distributors, resellers, or other direct or indirect arrangements. Your response should describe any products, equipment, components, tec hnology, software, or services that you have provided into Cuba, Iran, Sudan, and Syria, directly or indirectly, and any agreements, commercial arrangements, or other contacts you have had with the governments of those countries or entit ies controlled by those governments. Daniel J. Warmenhoven NetApp, Inc. February 26, 2010 Page 2 * * * * * Please respond to this comment within 10 business days or tell us when you will provide us with a response. Pleas e submit your response letter on EDGAR. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that th e filings include all in formation required under the Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possession of all facts relating to the company’ s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: • the company is responsible for the adequacy and accuracy of the disclosure in the filings; • staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and • the company may not assert staff comme nts as a defense in any proceeding initiated by the Commission or any person under the federal secu rities laws of the United States. In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filings or in response to our comments on your filings. Please understand that we may have addi tional comments after we review your response to our comment. Pl ease contact Pradip Bhaumik, Special Counsel, at (202) 551- 3333 if you have any questions about the commen ts or our review. You may also contact me at (202) 551-3470. S i n c e r e l y , C e c i l i a B l y e , C h i e f Office of Global Security Risk cc: Barbara Jacobs Assistant Director Division of Corporation Finance