SEC Comment Letter for MICRUS ENDOVASCULAR CORP (CIK 0001028318) — Jun 15, 2005
MICRUS ENDOVASCULAR CORP (CIK 0001028318)
Date: June 15, 2005 · CIK: 0001028318 · Accession: 0000000000-05-030265
AI Filing Summary & Sentiment
File numbers found in text: 333-123154
Letter
May 20, 2005 Mail Stop 0306 John T. Kilcoyne President and Chief Executive Officer Micrus Corporation 610 Palomar Avenue Sunnyvale, CA 94085
Re: Micrus Corporation Amendment Nos. 2 and 3 to Registration Statement on Form S-1 Filed May 6, 2005 and May 17, 2005, respectively File No. 333-123154
Dear Mr. Kilcoyne:
We have reviewed your filing and have the following comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments.
Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Management`s Discussion and Analysis of Financial Condition and Results of Operations - Page 33
Critical Accounting Policies and Estimates - Page 42
Recent Accounting Pronouncements and Changes to Internal Controls - Page 44 1. We note your disclosure on page 445 that your internal control over financial reporting was not effective as of March 31, 2004. Please tell us whether the measures taken in response corrected the identified error. Legal Proceedings - Page 62 2. We note disclosure on page 63 of your belief that it is unlikely that sales of your products will be barred or suspended as a result of your violation of the applicable laws of the mentioned foreign jurisdictions. Please provide the basis for this belief or remove the statement.
Executive Compensation - Page 72
Summary Compensation Table - Page 72 3. Please correct footnote (1) to state that Mr. Kilcoyne`s salary information reflects his employment through March 31, 2005. 4. We note your disclosure in footnote (8) that Mr. Mounier`s employment was terminated on November 9, 2004. However, it appears from his Settlement Agreement that he received compensation through February 28, 2005. Please confirm that the salary information contained in the table reflects all compensation received by Mr. Mounier through February 28, 2005.
Certain Relationships and Related Party Transactions - Page 82
Preferred Stock Issuances - Page 82 5. We note your disclosure in footnote (1) that the table does not reflect the warrants that are only exercisable if the IPO price is less than $13.50. As the assumed IPO price is $13.00, please include these warrants in the table.
Principal Stockholders - Page 84 6. We note your response to prior comment 7 and the additional disclosure on page 87. In footnotes (17) - (20), please disclose the names of the members of the respective boards of directors who have or share voting and/or investment control over the shares owned by each of the entities listed in the table.
Notes to Consolidated Financial Statements - Page F-8
Unaudited Pro Forma Stockholders` equity - Page F-11 7. We note your disclosure herein and throughout the filing that you adjusted your pro forma stockholders` equity for the warrants issued in conjunction with the Series E financing by reclassifying the fair value associated therewith from a liability to additional paid-in capital with any changes in the warrant`s fair value prior to the consummation of the offering recorded as a gain or loss to accumulated deficit. Please tell us supplementally why you believe it is appropriate to present pro forma information for the reduction of this liability on the face of your balance sheet. Also, tell us why changes in the fair value of the warrants are appropriately presented as non-operating gains or losses under Statement 150 or other authoritative U.S. generally accepted accounting principles. Please provide references to the generally accepted accounting principles that support this accounting. Revise the filing as necessary based on our comment. We may have further comments after reviewing your response and revisions. Item 16. Exhibits and Financial Statements - Page II-2 8. We note your response to prior comment 13. However, it does appear that an English translation of Exhibit 10.6 has been filed. Please confirm that the new exhibit has in fact been filed or please do so with the next amendment.
* * *
As appropriate, please amend your registration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an informed decision. 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.
You may contact Tara Harkins at (202) 824-5496 or Jay Webb at (202) 942-1812 if you have questions regarding comments on the financial statements and related matters. Please contact Adelaja Heyliger at (202) 824-5082 or me at (202) 942-1880 with any other questions.
Sincerely,
Peggy A. Fisher
Assistant Director
Show Raw Text
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<TEXT>
May 20, 2005
Mail Stop 0306
John T. Kilcoyne
President and Chief Executive Officer
Micrus Corporation
610 Palomar Avenue
Sunnyvale, CA 94085
Re: Micrus Corporation
Amendment Nos. 2 and 3 to Registration Statement on Form S-1
Filed May 6, 2005 and May 17, 2005, respectively
File No. 333-123154
Dear Mr. Kilcoyne:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Management`s Discussion and Analysis of Financial Condition and
Results of Operations - Page 33
Critical Accounting Policies and Estimates - Page 42
Recent Accounting Pronouncements and Changes to Internal Controls
-
Page 44
1. We note your disclosure on page 445 that your internal control
over financial reporting was not effective as of March 31, 2004.
Please tell us whether the measures taken in response corrected
the
identified error.
Legal Proceedings - Page 62
2. We note disclosure on page 63 of your belief that it is
unlikely
that sales of your products will be barred or suspended as a
result
of your violation of the applicable laws of the mentioned foreign
jurisdictions. Please provide the basis for this belief or remove
the statement.
Executive Compensation - Page 72
Summary Compensation Table - Page 72
3. Please correct footnote (1) to state that Mr. Kilcoyne`s salary
information reflects his employment through March 31, 2005.
4. We note your disclosure in footnote (8) that Mr. Mounier`s
employment was terminated on November 9, 2004. However, it
appears
from his Settlement Agreement that he received compensation
through
February 28, 2005. Please confirm that the salary information
contained in the table reflects all compensation received by Mr.
Mounier through February 28, 2005.
Certain Relationships and Related Party Transactions - Page 82
Preferred Stock Issuances - Page 82
5. We note your disclosure in footnote (1) that the table does not
reflect the warrants that are only exercisable if the IPO price is
less than $13.50. As the assumed IPO price is $13.00, please
include
these warrants in the table.
Principal Stockholders - Page 84
6. We note your response to prior comment 7 and the additional
disclosure on page 87. In footnotes (17) - (20), please disclose
the
names of the members of the respective boards of directors who
have
or share voting and/or investment control over the shares owned by
each of the entities listed in the table.
Notes to Consolidated Financial Statements - Page F-8
Unaudited Pro Forma Stockholders` equity - Page F-11
7. We note your disclosure herein and throughout the filing that
you
adjusted your pro forma stockholders` equity for the warrants
issued
in conjunction with the Series E financing by reclassifying the
fair
value associated therewith from a liability to additional paid-in
capital with any changes in the warrant`s fair value prior to the
consummation of the offering recorded as a gain or loss to
accumulated deficit. Please tell us supplementally why you
believe
it is appropriate to present pro forma information for the
reduction
of this liability on the face of your balance sheet. Also, tell
us
why changes in the fair value of the warrants are appropriately
presented as non-operating gains or losses under Statement 150 or
other authoritative U.S. generally accepted accounting principles.
Please provide references to the generally accepted accounting
principles that support this accounting. Revise the filing as
necessary based on our comment. We may have further comments
after
reviewing your response and revisions.
Item 16. Exhibits and Financial Statements - Page II-2
8. We note your response to prior comment 13. However, it does
appear that an English translation of Exhibit 10.6 has been filed.
Please confirm that the new exhibit has in fact been filed or
please
do so with the next amendment.
* * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. 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.
You may contact Tara Harkins at (202) 824-5496 or Jay Webb
at
(202) 942-1812 if you have questions regarding comments on the
financial statements and related matters. Please contact Adelaja
Heyliger at (202) 824-5082 or me at (202) 942-1880 with any other
questions.
Sincerely,
Peggy A. Fisher
Assistant Director
cc (via fax): Glen R. Van Ligten, Esq., Orrick, Herrington &
Sutcliffe LLP 650.614.7401
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John T. Kilcoyne
Micrus Corporation
May 20, 2005
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