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SEC Comment Letter for CAMTEK LTD (CAMT) (CIK 0001109138) (CAMT) — Mar 19, 2014

CAMTEK LTD (CAMT) (CIK 0001109138)
Date: March 19, 2014 · CIK: 0001109138 · Accession: 0000000000-14-013709

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

Date
March 4, 2014
Author
/s/ Tim Buchmiller for
Form
UPLOAD
Company
CAMTEK LTD (CAMT) (CIK 0001109138)

Letter

March 19 , 2014 Via E -mail Rafi Amit Active Chairman of the Board of Directors Camtek Ltd. Ramat Gavriel Industrial Zone, P.O. Box 544, Migdal Ha’Emek Israel

Re: Camtek Ltd. Registration Statement on Form F-3 Filed March 4, 2014 File No. 333 -194303

Dear Mr. Amit :

We have limited our review of your registration 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. Where 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 registration statement and the information you provide in response to these comments, we may have additional comments.

Selling Sha reholder, page 9

1. We note your selling shareholder Priortech Ltd. is your principal and controlling shareholder. Please disclose how Priortech acquired the shares to be sold in this offering.

Exhibits

2. We note your exhibit index states you will file an indenture on a post effective basis. Please file the indenture on a pre -effec tive basis. See Question 212.19 of Compliance and Disclosure Interpretation s of Securities Act Rules.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 1933 and

Rafi Amit Camtek Ltd. March 19, 2014 Page 2

all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, 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 provide a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commissi on 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 acc uracy of the disclosure in the filing; and

 the company may not assert staff comments and 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.

Please refer to Rules 460 and 461 regarding requests for acceleration. We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to revie w any amendment prior to the requested effective date of the registration statement.

You may contact J ay Mumfo rd at 202 -551-3637 or Tim Buchmiller at 202 -551-3635 with any questions.

Sincerely,
/s/ Tim Buchmiller for

Show Raw Text
March 19 , 2014

Via E -mail
Rafi Amit
Active Chairman of the Board of Directors
Camtek Ltd.
Ramat Gavriel Industrial Zone,
P.O. Box 544,
Migdal Ha’Emek Israel

Re: Camtek Ltd.
Registration Statement on Form F-3
Filed March 4, 2014
  File No. 333 -194303

Dear Mr. Amit :

We have limited our review of your registration 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.   Where 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 registration statement and the information you
provide in response to these comments, we may have additional comments.

Selling Sha reholder, page 9

1. We note your selling shareholder Priortech Ltd. is your principal and controlling
shareholder.  Please disclose how Priortech acquired the shares to be sold in this offering.

Exhibits

2. We note your exhibit index states you will file an  indenture on a post effective basis.
Please file the indenture on a pre -effec tive basis.  See Question 212.19  of Compliance
and Disclosure Interpretation s of Securities Act Rules.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 1933 and

Rafi Amit
Camtek Ltd.
March  19, 2014
Page 2

 all applicable Securities Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, 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 provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commissi on 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 acc uracy of the disclosure in the filing; and

 the company may not assert staff comments and 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.

Please refer to Rules 460 and 461 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to revie w any amendment prior to the requested effective date of the
registration statement.

You may contact J ay Mumfo rd at 202 -551-3637 or Tim Buchmiller at 202 -551-3635
with any questions.

Sincerely,

 /s/ Tim Buchmiller for

  Amanda Ravitz
 Assistant Director

cc (via e -mail): Richard Gilden