SEC Comment Letter for EDAP TMS SA (EDAP) (CIK 0001041934) (FOCL) — Sep 20, 2006
EDAP TMS SA (EDAP) (CIK 0001041934)
Date: Sept. 20, 2006 · CIK: 0001041934 · Accession: 0000000000-06-045584
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-29374
Letter
September 11, 2006 Via U.S. Mail and Facsimile to +33(0) 47215 3144 Thierry Turbant Chief Financial Officer EDAP TMS S.A. Parc d’Activites la Poudrette-Lamartine 4/6, rue du Dauphine 69120 Vaulx-en-Velin, France
Re: EDAP TMS S.A. Form 20-F/A for the Fiscal Year Ended December 31, 2005 Filed August 22, 2006 File No. 000-29374
Dear Mr. Turbant:
We have reviewed your filing and have the following comments. We have limited our review to only your financial stat ements and related disclosures and do not intend to expand our review to other portions of your documents. In some of our comments, we may ask you to provide us w ith information so we may better understand your disclosure. After reviewing this info rmation, 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 filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Thierry Turbant EDAP TMS S.A. September 11, 2006 Page 2 Form 20-F/A filed August 22, 2006
Item 15. Controls and Procedures, page 59
1. We note your disclosure that your prin cipal executive officer and principal financial officer have evaluated your disclo sure controls and pr ocedures as of a date “within 90 days before the date of your annual report”. Please confirm management's conclusion regarding the effectiveness of your disclosure controls and procedures was made as of the end of the period covered by the annual report and revise your future filings to disclose this fact, if true. Refer to Item 307 of Regulation S-K and Part III.F of Manageme nt's Reports on Internal Control Over Financial Reporting and Certif ication of Disclosure in Exchange Act Periodic Reports, Release No. 33-8238, available on our website at www.sec.gov/rules/final/33-8238.htm .
2. We note your disclosure that management has concluded that your disclosure controls and procedures are effective "to ensure that information required to be disclosed in the reports we file and su bmit under the Exchange Act is recorded, processed, summarized and re ported as and when required.” The language that is currently included after the word "effectiv e" in your disclosure appears to be superfluous, since the meaning of "dis closure controls a nd procedures" is established by Rule 13a-15(e) of the Exchange Act. However, if you do not wish to eliminate this language, please revise so that the language th at appears after the word "effective" is substantially similar in all material respects to the language that appears in the entire two-sentence definition of "disclosure controls and procedures" set forth in Rule 13a-15(e). Pl ease revise future filings to comply.
Audited Consolidated Financial Statements, page 65
Consolidated Statements of Income, page F-3
3. Revenue and the related cost of sales fr om rental or service arrangements that account for more than 10% of net sales s hould be separately presented on the face of this statement. Please revise future filings as necessary to separately present the revenues and related costs of sales fro m tangible goods, services and rentals on your consolidated statements of income. Please refer to Rule 5-03(b)(1) and Rule 5-03(b)(2) of Regulations S-X.
As appropriate, please respond to these co mments within 10 business days or tell us when you will provide us with a response. Pl ease furnish a cover letter that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your responses to our comments.
Thierry Turbant EDAP TMS S.A. September 11, 2006 Page 3 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 filing; 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 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 filing or in response to our comments on your filing.
You may contact Kevin Kuhar, Staff Accountant, at (202) 551-3662 or me at (202) 551-3603 if you have questions regarding these comments on the financial statements and related matters. In this regard, do not hesitate to contact Angela Crane, Branch Chief, at (202) 551-3554.
S i n c e r e l y ,
J a y W e b b Reviewing Accountant
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Mail Stop 6010
September 11, 2006
Via U.S. Mail and Facsimile to +33(0) 47215 3144
Thierry Turbant
Chief Financial Officer
EDAP TMS S.A. Parc d’Activites la Poudrette-Lamartine
4/6, rue du Dauphine 69120 Vaulx-en-Velin, France
Re: EDAP TMS S.A.
Form 20-F/A for the Fiscal Year Ended December 31, 2005
Filed August 22, 2006
File No. 000-29374
Dear Mr. Turbant:
We have reviewed your filing and have the following comments. We have
limited our review to only your financial stat ements and related disclosures and do not
intend to expand our review to other portions of your documents. In some of our comments, we may ask you to provide us w ith information so we may better understand
your disclosure. After reviewing this info rmation, 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 filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Thierry Turbant
EDAP TMS S.A.
September 11, 2006 Page 2
Form 20-F/A filed August 22, 2006
Item 15. Controls and Procedures, page 59
1. We note your disclosure that your prin cipal executive officer and principal
financial officer have evaluated your disclo sure controls and pr ocedures as of a
date “within 90 days before the date of your annual report”. Please confirm
management's conclusion regarding the effectiveness of your disclosure controls and procedures was made
as of the end of the period covered by the annual report
and revise your future filings to disclose this fact, if true. Refer to Item 307 of
Regulation S-K and Part III.F of Manageme nt's Reports on Internal Control Over
Financial Reporting and Certif ication of Disclosure in Exchange Act Periodic
Reports, Release No. 33-8238, available on our website at
www.sec.gov/rules/final/33-8238.htm .
2. We note your disclosure that management has concluded that your disclosure
controls and procedures are effective "to ensure that information required to be
disclosed in the reports we file and su bmit under the Exchange Act is recorded,
processed, summarized and re ported as and when required.” The language that is
currently included after the word "effectiv e" in your disclosure appears to be
superfluous, since the meaning of "dis closure controls a nd procedures" is
established by Rule 13a-15(e) of the Exchange Act. However, if you do not wish
to eliminate this language, please revise so that the language th at appears after the
word "effective" is substantially similar in all material respects to the language
that appears in the entire two-sentence definition of "disclosure controls and
procedures" set forth in Rule 13a-15(e). Pl ease revise future filings to comply.
Audited Consolidated Financial Statements, page 65
Consolidated Statements of Income, page F-3
3. Revenue and the related cost of sales fr om rental or service arrangements that
account for more than 10% of net sales s hould be separately presented on the face
of this statement. Please revise future filings as necessary to separately present the revenues and related costs of sales fro m tangible goods, services and rentals on
your consolidated statements of income. Please refer to Rule 5-03(b)(1) and Rule
5-03(b)(2) of Regulations S-X.
As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response. Pl ease furnish a cover letter that keys your
responses to our comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your responses to our comments.
Thierry Turbant
EDAP TMS S.A.
September 11, 2006 Page 3
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
filing;
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 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 filing or in response to our comments on your filing.
You may contact Kevin Kuhar, Staff Accountant, at (202) 551-3662 or me at
(202) 551-3603 if you have questions regarding these comments on the financial statements and related matters. In this regard, do not hesitate to contact Angela Crane, Branch Chief, at (202) 551-3554.
S i n c e r e l y ,
J a y W e b b
Reviewing Accountant