SEC Comment Letter for TBS INTERNATIONAL LTD (CIK 0001065648) — Jun 24, 2005
TBS INTERNATIONAL LTD (CIK 0001065648)
Date: June 24, 2005 · CIK: 0001065648 · Accession: 0000000000-05-032350
AI Filing Summary & Sentiment
File numbers found in text: 333-123157
Letter
Mail Stop 03-05 June 23, 2005 Joseph E. Royce President, Chief Executive Officer and Chairman TBS International Limited Commerce Building Chancery Lane Jamilton HM 12, Bermuda
Re: TBS International Limited Registration Statement on Form S-1/A Filed June 23, 2005 File No. 333-123157
Dear Mr. Royce,
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.
General
Since the 288,872 Series A warrants that will remain outstanding following the recapitalization transaction appear to represent "nominal issuances" due to their exercise price of $.01 per share, they should be considered outstanding shares for purposes of both the Company`s pro forma basic and diluted earnings per share in accordance with the guidance in with paragraph 10 of SFAS No.128. Please revise pro forma earnings per share in the Company`s pro forma statements of operations and in the notes to the Company`s financial statements to comply with such guidance. The Company`s historical earnings per share should also be revised to give effect to the Series A warrants from the date the warrants first became exercisable.
Closing
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 direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement. Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date.
You may contact Clair Lamoureux at (202) 551-3301 or Linda Cvrkel at (202) 551-3813, if you have questions regarding comments on the financial statements and related matters. Please contact Messeret Nega at (202) 551-3316 or me at (202) 551-3755 with any other questions.
Sincerely,
Max A. Webb
Assistant Director
Show Raw Text
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 03-05
June 23, 2005
Joseph E. Royce
President, Chief Executive Officer and Chairman
TBS International Limited
Commerce Building
Chancery Lane
Jamilton HM 12, Bermuda
Re: TBS International Limited
Registration Statement on Form S-1/A
Filed June 23, 2005
File No. 333-123157
Dear Mr. Royce,
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.
General
Since the 288,872 Series A warrants that will remain outstanding
following the recapitalization transaction appear to represent
"nominal issuances" due to their exercise price of $.01 per share,
they should be considered outstanding shares for purposes of both
the
Company`s pro forma basic and diluted earnings per share in
accordance with the guidance in with paragraph 10 of SFAS No.128.
Please revise pro forma earnings per share in the Company`s pro
forma
statements of operations and in the notes to the Company`s
financial
statements to comply with such guidance. The Company`s historical
earnings per share should also be revised to give effect to the
Series A warrants from the date the warrants first became
exercisable.
Closing
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 direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Clair Lamoureux at (202) 551-3301 or Linda
Cvrkel at (202) 551-3813, if you have questions regarding comments
on
the financial statements and related matters. Please contact
Messeret Nega at (202) 551-3316 or me at (202) 551-3755 with any
other questions.
Sincerely,
Max A. Webb
Assistant Director
cc: Via Facsimile
Steven R. Finely
Gibson, Dunn & Crutcher LLP
(212) 351-4035
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Joseph E. Royce
TBS International Limited
June 23, 2005
Page 2
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