SEC Comment Letter for TTM TECHNOLOGIES INC (TTMI) (CIK 0001116942) (TTMI) — Mar 19, 2008
TTM TECHNOLOGIES INC (TTMI) (CIK 0001116942)
Date: March 19, 2008 · CIK: 0001116942 · Accession: 0000000000-08-014598
AI Filing Summary & Sentiment
File numbers found in text: 333-148687
Referenced dates: February 15, 2008
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Mail Stop 4561 March 19, 2008 Mr. Kenton K. Adler Chief Executive Office TTM Technologies, Inc. 2630 South Harbor Boulevard Santa Ana, CA 92704 Re: TTM Technologies, Inc. Amendment No. 1 to Form S-3 Filed March 13, 2008 File No. 333-148687 Dear Mr. Adler: We have reviewed your response to our letter dated February 15, 2008 in connection with the above referenced fili ng and have the following comments. If indicated, we think you should re vise 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. Pleas e be as detailed as necessary in your explanation. After reviewing this information, we may raise additional comments. Registration Statement on Form S-3 Legal Opinion, Exhibit 5.1 1. We note the Form of Indenture is governed by the laws of the State of New York. However, the legal opinion is limited to the federal laws of the United States and the laws of the states of Arizona and De laware. In light of Section 11.10 of the Indenture, the binding obligation conclusion is a matter of New York law, and the law of New York may not be exclud ed from the scope of the opinion. Additionally, the warrants are obligations of the company. Please provide a binding obligation opinion that is applicable to the warrants. 2. We note the disclosure on pages f our through five of the legal opinion disclaiming, among other things, any ob ligation to update or supplement the opinion. Please revise this disclaimer so that it is c onsistent with your obligation to file updated legal opinions at the time of each takedown. Mr. Kenton K. Adler March 19, 2008 TTM Technologies, Inc. Page 2 3. We also note that the opinion contains a variety of assumptions to which we have no objections at this time. However, in connection with future takedowns, updated opinions should be filed that elim inate the assumptions relating to the future actions of the board of directors, th e specific terms of the securities, and the like. ***** As appropriate, please amend your filing in response to these comments. Each responsive amendment should also include a marked copy of the amended filing that conforms with the provisions of Rule 310 of Regulation S-T. Marked copies such as those in HTML format that show changes w ithin paragraphs help us to expedite our review. Please furnish a cover letter with your amendments that keys your responses to our comments and provides any requested in formation. Detailed cover letters greatly facilitate our review. Please understand th at we may have additional comments after reviewing your amendments and responses to our comments. In view of the fact that we have furthe r comments, please confirm in writing that you have withdrawn your prior request for acce leration of the effective date of the registration statement. To facilitate the proce ssing of your filing we suggest that you submit another request for acceleration only after receiving oral assurances that we have no further comments. If you have any questions, please call LaTonya Reynolds at (202) 551-3535. Should you require further assistance, you may contact me at (202) 551-3462. S i n c e r e l y , M a r k P . S h u m a n B r a n c h C h i e f - L e g a l cc: Via Facsimile: (602) 445-8615 Michael L. Kaplan, Esq. Greenberg Traurig, LLP