SEC Company Response from AEHR TEST SYSTEMS (AEHR) (CIK 0001040470) (AEHR) — Apr 2, 2009
AEHR TEST SYSTEMS (AEHR) (CIK 0001040470)
Date: April 2, 2009 · CIK: 0001040470 · Accession: 0001040470-09-000013
AI Filing Summary & Sentiment
Referenced dates: March 3, 2009
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April 2, 2009
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Mail Stop 3030
Washington, D.C. 20549
Attention: Jeanne Bennett
Brian Cascio
Re: Aehr Test Systems
Form 10-K filed for the fiscal year May 31, 2008
Form 10-Q filed for the quarters August 31 and November 30, 2008
File No. 0-22893
Ladies and Gentlemen:
Aehr Test Systems (the "Company") provides this response to the
comments of the staff (the "Staff") of the Securities and Exchange Commission
(the "Commission") contained in the Staff's letter dated March 3, 2009 (the
"Staff Letter"), relating to the above-referenced Form 10-K and 10-Q's filed
by the Company. In response to the Staff's comments, we have reproduced
below the comments set forth in the Staff Letter and followed each comment
with our response. The numbered paragraphs of this letter set forth below
correspond to the numbered paragraphs of the Staff Letter. References to
"we," "our" or "us" mean the Company or its advisors, as the context may
require.
In addition, as requested by the Staff Letter, please note that the
Company hereby acknowledges 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 comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
Item 9A Controls and Procedures, page 55
COMMENT 1: We note your disclosure in Item 9.A. on page 55 that
"based upon that evaluation, the Chief Executive Officer and the Chief
Financial Officer have concluded that our disclosure controls and procedures
are effective to ensure that information we are required to disclose in
reports that we file or submit under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods
specified in Securities and Exchange Commission rules and forms." The
language that is currently included after the word "effective" in your
disclosure appears to be superfluous, since the meaning of "disclosure and
procedures" is established by Rule 13a-15(e) of the Exchange Act. Please
remove the language in your future filings or revise the disclosure so that
the language that appears after the word "effective" is substantially similar
in all material respects
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U.S. Securities and Exchange Commission
April 2, 2009
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to the language that appears in the entire two-sentence definition of
"disclosure controls and procedures" set forth in Rule 13a-15(e).
RESPONSE: In response to the Staff's comment, the Company will
revise its disclosure in Item 9A in its future filings.
Exhibits 31.1 and 31.2
COMMENT 2: We note that you omitted a portion of the introductory
language in paragraph 4 of Item 601(b)(31)(i) of Regulation S-K and that you
omitted paragraph 4(b) of Item 610(b)(31)(i) of Regulation S-K, both of which
refer to internal control over financial reporting. Please file amendments
to the Form 10-K and the Form 10-Q for the first and second quarter of fiscal
2009 to include certifications that include the required paragraphs. You may
file abbreviated amendments to these documents that include a cover page,
explanatory note, signature page and paragraphs 1, 2, 4 and 5 of the
certification.
RESPONSE: In response to the Staff's comment, the Company will file
amendments to its Form 10-K and 10-Q for the first and second quarter of
fiscal 2009 to amend the certifications.
COMMENT 3: In addition, in future filings, including any amendments,
please ensure that the wording of the certification is exactly the same as
that provided at Item 601(b)(31)(i) of Regulation S-K. For example, in the
Forms 10-K and 10-Qs, we note that you replaced the word "report" with the
words "Annual Report" and "Quarterly Report", respectively. In the
amendments, please revise to ensure that the certifications are consistent
with the required wording.
RESPONSE: In response to the Staff's comment, the Company will file
amendments to its Form 10-K and 10-Q for the first and second quarter of
fiscal 2009 to amend the certifications and will ensure in future filings
that the wording of the certification is exactly the same as provided in Item
601(b)(31)(i) of Regulation S-K.
* * * *
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U.S. Securities and Exchange Commission
April 2, 2009
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Should you have any further questions or comments, please do not
hesitate to contact me at (510) 623-9400.
Sincerely,
Aehr Test Systems
/S/ GARY L. LARSON
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Gary L. Larson
Chief Financial Officer
cc: Mario Rosati, Esq.
Mark Reinstra, Esq.
Wilson Sonsini Goodrich & Rosati, P.C.
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