SEC Company Response from TBS INTERNATIONAL LTD (CIK 0001065648) — Jun 24, 2005
TBS INTERNATIONAL LTD (CIK 0001065648)
Date: June 24, 2005 · CIK: 0001065648 · Accession: 0000950136-05-003704
AI Filing Summary & Sentiment
File numbers found in text: 333-123157
Letter
(212) 351-4035 VIA EDGAR AND HAND DELIVERY Linda Cvrkel Accounting Branch Chief Division of Corporation Finance Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549-0409 Re: TBS International Limited Registration Statement on Form S-1, filed March 7, 2005 File No. 333-123157
Dear Mr. Webb:
On behalf of TBS International Limited, this letter responds to your letter, dated June 23, 2005, regarding the Registration Statement on Form S-1, filed on March 7, 2005, as amended by Amendment No. 1 thereto, filed on March 8, 2005, Amendment No. 2 thereto, filed on April 19, 2005, Amendment No. 3 thereto, filed on May 16, 2005, Amendment No. 4 thereto, filed on May 31, 2005, Amendment No. 5 thereto, filed on June 7, 2005, Amendment No. 6 thereto, filed on June 21, 2005 and Amendment No. 7 thereto, filed on June 23, 2005. Your comment is set forth below, followed by our response. Our response below refers to the revised prospectus included in Amendment No. 8 to the Registration Statement ("Amendment No. 8"), which is being filed today by electronic submission.
Securities and Exchange Commission June 24, 2005 Page 2
General
Comment 1
Since the 288,872 Series A warrants that will remain outstanding following the recapitalization transaction appear to represent shares issuable for little cash consideration due to their exercise price of $.0l 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 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 basic and diluted earnings per share should also be revised to give effect to the Series A warrants from the date the warrants first became exercisable and the treatment used should be explained in the notes to the Company's financial statements.
Response 1
The Company has revised its basic earnings per share and basic weighted average common shares outstanding as of March 31, 2005 in its consolidated statements of operations, its pro forma statement of operations and in the notes to its financial statements to reflect the common shares issuable on the exercise of Series A warrants for the period beginning February 8, 2005.
* * *
We believe the foregoing and Amendment No. 8 are responsive to your comments.
If you should have any questions or further comments with respect to the Registration Statement, please direct them to the undersigned at (212) 351-3920 or Andrew L. Fabens of my firm at (212) 351-4034. Facsimile transmissions may be sent to (212) 351-4035.
Very truly yours,
/s/ Steven R. Finley
Steven R. Finley
Show Raw Text
CORRESP
1
filename1.htm
GIBSON, DUNN & CRUTCHER LLP
LAWYERS
A REGISTERED LIMITED LIABILITY PARTNERSHIP
INCLUDING PROFESSIONAL CORPORATIONS
----------
200 Park Avenue, New York, New York 10166-0193
(212) 351-4000
www.gibsondunn.com
June 24, 2005
Direct Dial Client No.
(212) 351-4000 C 92365-00012
Fax No.
(212) 351-4035
VIA EDGAR AND HAND DELIVERY
Linda Cvrkel
Accounting Branch Chief
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0409
Re: TBS International Limited
Registration Statement on Form S-1, filed March 7, 2005
File No. 333-123157
Dear Mr. Webb:
On behalf of TBS International Limited, this letter responds to your
letter, dated June 23, 2005, regarding the Registration Statement on Form S-1,
filed on March 7, 2005, as amended by Amendment No. 1 thereto, filed on March 8,
2005, Amendment No. 2 thereto, filed on April 19, 2005, Amendment No. 3 thereto,
filed on May 16, 2005, Amendment No. 4 thereto, filed on May 31, 2005, Amendment
No. 5 thereto, filed on June 7, 2005, Amendment No. 6 thereto, filed on June 21,
2005 and Amendment No. 7 thereto, filed on June 23, 2005. Your comment is set
forth below, followed by our response. Our response below refers to the revised
prospectus included in Amendment No. 8 to the Registration Statement ("Amendment
No. 8"), which is being filed today by electronic submission.
Securities and Exchange Commission
June 24, 2005
Page 2
General
Comment 1
Since the 288,872 Series A warrants that will remain outstanding
following the recapitalization transaction appear to represent shares
issuable for little cash consideration due to their exercise price of
$.0l 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 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 basic
and diluted earnings per share should also be revised to give effect to
the Series A warrants from the date the warrants first became
exercisable and the treatment used should be explained in the notes to
the Company's financial statements.
Response 1
The Company has revised its basic earnings per share and basic weighted
average common shares outstanding as of March 31, 2005 in its
consolidated statements of operations, its pro forma statement of
operations and in the notes to its financial statements to reflect the
common shares issuable on the exercise of Series A warrants for the
period beginning February 8, 2005.
* * *
We believe the foregoing and Amendment No. 8 are responsive to your
comments.
If you should have any questions or further comments with respect to the
Registration Statement, please direct them to the undersigned at (212) 351-3920
or Andrew L. Fabens of my firm at (212) 351-4034. Facsimile transmissions may be
sent to (212) 351-4035.
Very truly yours,
/s/ Steven R. Finley
Steven R. Finley
SRF/ljy
cc: Joseph E. Royce
TBS International Limited
Commerce Building
Chancery Lane
Hamilton HM 12, Bermuda
Gary J. Wolfe, Esq.
Robert E. Lustrin, Esq.
Seward & Kissel LLP
2
Securities and Exchange Commission
June 24, 2005
Page 3
One Battery Park Plaza
New York, New York 10004
3