SEC Comment Letter for CAMTEK LTD (CAMT) (CIK 0001109138) (CAMT) — Jun 7, 2011
CAMTEK LTD (CAMT) (CIK 0001109138)
Date: June 7, 2011 · CIK: 0001109138 · Accession: 0000000000-11-035082
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File numbers found in text: 333-174169
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June 7, 2011
Roy Porat President and Chief Executive Officer Camtek USA Inc. 2000 Wyatt Drive Santa Clara, CA 95054
Re: Camtek Ltd.
Registration Statement on Form F-3
Filed May 13, 2011
File No. 333-174169
Dear Mr. Porat:
We have limited our review of your registra tion statement to those issues we have
addressed in our comments. In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments , we may have additional comments.
Selling Shareholders, page 7
1. Given the market value of your shares held by non-affiliates disclosed on the prospectus
cover page, it appears you are not eligible to rely on Rule 430B because you are not
eligible to use Form F-3 for primary offeri ngs pursuant to General Instruction I.B.1 of
Form F-3. As such, please amend your regi stration statement to include all information
currently omitted in reliance on that rule, such as the identity of all selling stockholders.
Signatures
2. Please include the signature of a representativ e of the company in the United States. See
the instruction 1 to the signatures in Form F-3.
Roy Porat Camtek Ltd. June 7, 2011 Page 2
Exhibit 5.1
3. We note the assumptions contained in the last sentence of the third paragraph and the first
sentence of the fourth paragr aph. It is inappropriate for counsel to make assumptions
regarding matters of fact and law that are n ecessary for this opinion or that are readily
ascertainable. Counsel must examine all documents necessary to make such opinion without these assumptions. Please have couns el remove these assumptions and file a
revised opinion accordingly.
4. Please ask counsel to tell us why the sixth paragraph includes the “when the shares have
been sold” requirement with respect to the sh ares to be resold by the selling stockholders,
given that it appears those shares should have already been sold to the selling
stockholders and such language is unnecessary.
5. The reference to “Plans” app ears intended to be a defined term, but no definition appears
in the exhibit. Please file a revised opinion.
6. We note the reference to couns el on page 10. Please include counsel’s consent to being
named in the registration statement. Please al so reconcile the portion of the last sentence
of the opinion regarding renderi ng no opinion as to the “Share s” with the opinion stated
in the third-to-last paragraph.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require. Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;
the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and
the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
Roy Porat Camtek Ltd. June 7, 2011 Page 3
Please refer to Rules 460 and 461 regarding re quests for acceleration. We will consider a
written request for acceleration of the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement. Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
You may contact Jay Mumfor d at 202-551-3637 or Geoff Kr uczek at 202-551-3641 if
you have any questions.
Sincerely,
A m a n d a R a v i t z A s s i s t a n t D i r e c t o r cc (via fax): Richard H. Gilden, Esq.