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SEC Comment Letter for TTM TECHNOLOGIES INC (TTMI) (CIK 0001116942) (TTMI) — Jul 3, 2008

TTM TECHNOLOGIES INC (TTMI) (CIK 0001116942)
Date: July 3, 2008 · CIK: 0001116942 · Accession: 0000000000-08-033078

AI Filing Summary & Sentiment

File numbers found in text: 333-148687

Date
February 15, 2008
Author
Not clearly detected
Form
UPLOAD
Company
TTM TECHNOLOGIES INC (TTMI) (CIK 0001116942)

Letter

Mail Stop 4561 February 15, 2008 Mr. Kenton K. Adler Chief Executive Office TTM Technologies, Inc. 2630 South Harbor Boulevard Santa Ana, CA 92704 Re: TTM Technologies, Inc. Registration Statement on Form S-3 Filed January 15, 2008 File No. 333-148687

Dear Mr. Adler:

We have limited our review of your filing to those issues we have addressed in our comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we w ill consider your explanation as to why our comment is inapplicable or a revision is unneces sary. Please be as detailed as necessary in your explanation. In some of our comme nts, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments. Please understand that the purpose of our re view 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 any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.

Registration Statement on Form S-3

Exhibits 1. Please tell us whether you plan to file th e form of indenture relating to the debt securities in a pre-effect ive amendment. Refer to Sections 305(b)(2) and 309(a)(1) of the Trust Indent ure Act of 1939. Please note that an indenture must be filed and qualified prior to effectivene ss of the registration statement where the debt securities are being offered on a dela yed basis and the specific terms of that debt have yet to be determined. Please refer to interpretati on D.31 of the July 1997 manual of publicly available tele phone interpretations, which provides guidance applicable to your filing.

Mr. Kenton K. Adler February 15, 2008 TTM Technologies, Inc. Page 2 2. Although the Form T-1 may be f iled as an exhibit at the time of a take down off the shelf, please revise to list the Form T-1 as Exhibit 25 and indicate that you will file it by amendment. 3. Please submit a revised legal opinion that includes a signatory . Also, please confirm that the reference to the Delaware General Corporation Law is intended to encompass other Delaware statutory provisions as well as all applicable provisions of the Delaware Constitution and reported ju dicial decisions interpreting these laws.

Form 10-Q for the Quarterly Period Ending October 1, 2007

Controls and Procedures, page 28 4. In expressing your conclusions regardi ng the effectiveness of your “disclosure controls and procedures”, you recite only a portion of that term as defined in Rule 13a-15(e). In your response letter, please indicate whethe r the evaluation of effectiveness was conducted with respect to the complete definition, rather than only the portion of the definition that you recite in this se ction. In future filings, please tie the effectiveness conclusion to th e definition of disclosure controls and procedures set out in Rule 13a-15(e) , or recite the entire definition.

*****

As appropriate, please amend your regist ration 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 cove r letter with your amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments. 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 all in formation required under the Securities Act of 1933 and that they have provided all information investors require for an informed investment decision. 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 even t the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

Mr. Kenton K. Adler February 15, 2008 TTM Technologies, Inc. Page 3 ‚ should the Commission or the staff, acting purs uant to delegated authority, declare the filing effective, it does not foreclose th e Commission 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. In addition, please be advi sed that the Division of En forcement has access to all information you provide to the staff of the Di vision of Corporation Finance in connection with our review of your filing or in response to our comments on your filing. We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are aware of their respective re sponsibilities under the S ecurities Act of 1933 and the Securities Exchange Act of 1934 as they rela te to the proposed public offering of the securities specified in the above registration statement. We will act on the request and, pursuant to delegated authority, grant acce leration of the effective date. We direct your attention to Rule 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. 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

Show Raw Text
Mail Stop 4561         February 15, 2008  Mr. Kenton K. Adler Chief Executive Office TTM Technologies, Inc. 2630 South Harbor Boulevard Santa Ana, CA 92704
Re: TTM Technologies, Inc.
  Registration Statement on Form S-3
Filed January 15, 2008
  File No. 333-148687

Dear Mr. Adler:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view 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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Registration Statement on Form S-3

Exhibits
1. Please tell us whether you plan to file th e form of indenture relating to the debt
securities in a pre-effect ive amendment.  Refer to Sections 305(b)(2) and
309(a)(1) of the Trust Indent ure Act of 1939.  Please note that an indenture must
be filed and qualified prior to effectivene ss of the registration statement where the
debt securities are being offered on a dela yed basis and the specific terms of that
debt have yet to be determined.  Please refer to interpretati on D.31 of the July
1997 manual of publicly available tele phone interpretations, which provides
guidance applicable  to your filing.

Mr. Kenton K. Adler
February 15, 2008
TTM Technologies, Inc. Page 2  2. Although the Form T-1 may be f iled as an exhibit at the time of a take down off
the shelf, please revise to list the Form T-1 as Exhibit 25 and indicate that you will file it by amendment.
3. Please submit a revised legal opinion that  includes a signatory .  Also, please
confirm that the reference to the Delaware General Corporation Law is intended to encompass other Delaware statutory provisions as well as all applicable
provisions of the Delaware Constitution and reported ju dicial decisions
interpreting these laws.

Form 10-Q for the Quarterly Period Ending October 1, 2007

Controls and Procedures, page 28
4. In expressing your conclusions regardi ng the effectiveness of your “disclosure
controls and procedures”, you recite only a portion of that term as defined in Rule
13a-15(e).  In your response letter, please indicate whethe r the evaluation of
effectiveness was conducted with respect to  the complete definition, rather than
only the portion of the definition  that you recite in this se ction.  In future filings,
please tie the effectiveness conclusion to th e definition of disclosure controls and
procedures set out in Rule 13a-15(e) , or recite the entire definition.

*****

As appropriate, please amend your regist ration 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 cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
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 all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  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 even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

Mr. Kenton K. Adler
February 15, 2008 TTM Technologies, Inc. Page 3  ‚ should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission 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.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rule 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.
 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