SEC Company Response from Planet Green Holdings Corp. (PLAG) (CIK 0001117057) (PLAG) — Mar 1, 2010
Planet Green Holdings Corp. (PLAG) (CIK 0001117057)
Date: March 1, 2010 · CIK: 0001117057 · Accession: 0001204459-10-000371
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-31619, 333-164605
Referenced dates: February 19, 2010
Letter
VIA EDGAR AND FEDERAL EXPRESS Division of Corporation Finance United States Securities and Exchange Commission American Lorain Corporation Registration Statement on Form S-3 Filed January 29, 2010 File No. 333-164605
Dear Ms. Parker:
On behalf of American Lorain Corporation ("we" or the "Company"), we respond as follows to the Staff's comment letter dated February 19, 2010 relating to the above-captioned registration statement on Form S-3. Captions and page references herein correspond to those set forth in the registration statement (the "prospectus"), unless otherwise specified. Please note that for the Staff's convenience, we have recited each of the Staff's comments and provided the Company's response to each comment immediately thereafter.
Form S-3
General
In your Item 5.02 Form 8-K filed on September 22, 2009, you disclose that Xiandong Zhou, president of your company, resigned effective September 14, 2009. According to General Instruction B.1 of Form 8-K, this report was required to be filed within four business days after occurrence of the event. However, this report was not filed until September 22, 2009. As such, your report does not appear timely filed in accordance with the Registrant Requirement of I.A.3(b) of Form S-3. Please advise.
We believe that we have complied with the Registrant Requirement of I.A.3(b) of Form S-3 and that the Form 8-K filed on September 22, 2009 was timely. Xiandong Zhou was our former president, whose employment in his capacity as our president was terminated in November 2008 upon his resignation from that position. From the date of his resignation until September 14, 2009, Mr. Zhou was employed by us as a non-executive employee.
American Lorain Corporation
March 1, 2010
Page 2
On September 14, 2009, three days before we restructured our management, including the appointment of Mr. Chen as our president and Ms. Tseng as secretary, and the appointment of new members of our board of directors, Mr. Zhou resigned from the Company. His resignation was not required to be reported on Form 8-K because Mr. Zhou was not an executive officer of the Company at that time.
We failed to timely report Mr. Zhou's resignation on a Form 8-K in November 2008. Instead, upon discovering our error, we disclosed his resignation on April 29, 2009 in Item 9B of our Form 10-K/A pursuant to the instructions to such item. Because our obligation to disclose Mr. Zhou's resignation occurred more than twelve months ago and no event has occurred during the past twelve months for which we did not make a timely filing, we believe that we are in compliance with the Registrant Requirement of I.A.3(b) of Form S-3.
Incorporation of Certain Information by Reference, page 16
Please revise to indicate the correct file number for the documents you are incorporating by reference, which number is 000-31619.
We will revise the prospectus to indicate the correct file number for the documents we are incorporating by reference, which number is 000-31619.
Please revise to provide the correct date on which your Form 10-Q for the quarter ended September 30, 2009 was filed, i.e. November 13, 2009.
We will revise the prospectus to provide the correct date on which our Form 10-Q for the quarter ended September 30, 2009 was filed, i.e. November 13, 2009.
Signatures
Please amend your filing to certify that you have reasonable grounds to believe that you meet all of the requirements for filing on Form S-3.
We will amend our prospectus to certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3.
Part II. Information Not Required in Prospectus
Item 16. Exhibits
We note from your exhibit index that you plan to file the form of indenture, exhibit 4.4, by post-effective amendment or with a future Exchange Act report. Please note that the form of indenture must be filed prior to effectiveness so that it may be qualified, as required by Section 309(a) of the Trust Indenture Act. Please file the form of indenture with a pre-effective amendment.
We will amend our prospectus to remove any reference to the registration of debt securities. Consequently, our amended prospectus will not contain a form of indenture.
American Lorain Corporation
March 1, 2010
Page 3
Similarly, please file legal opinions covering all securities included in the registration statement in a pre-effective amendment. See Item 601(b)(5) of Regulation S-K.
We will amend our prospectus to include legal opinions covering all securities included therein.
Item 17. Undertakings
Please explain why you have included the undertaking provided by Item 512(i) of Regulation S-K.
We will amend our prospectus to remove the undertaking provided by Item 512(i) of Regulation S-K.
Form 10-K for Fiscal Year Ended December 31, 2008
Exhibits 31.1 and 31.2
Please revise the introductory language to paragraph 4 to include management's responsibility for maintaining internal control over financial reporting. See Item 601(b)(31)(i) of Regulation S-K.
We will amend our Form 10-K to revise the introductory language to paragraph 4 of Exhibits 31.1 and 31.2 to include management's responsibility for maintaining internal control over financial reporting.
American Lorain Corporation
March 1, 2010
Page 4
Pursuant to the staff's request, we hereby acknowledge that:
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the 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 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.
Sincerely,
/s/ Si Chen
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CORRESP
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filename1.htm
American Lorain Corporation - Correspondence - Filed by newsfilecorp.com
American Lorain Corporation
Beihuan Road
Junan County
Shandong, China 276600
Tel: (+86) 539-7318818
March 1, 2010
VIA EDGAR AND FEDERAL EXPRESS
Mr. Anne Nguyen Parker
Legal Branch Chief
Division of Corporation Finance
Mail Stop 7010
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re:
American Lorain Corporation
Registration Statement on Form S-3
Filed January 29, 2010
File No. 333-164605
Dear Ms. Parker:
On behalf of American Lorain Corporation
("we" or the "Company"), we respond as follows to the Staff's comment letter
dated February 19, 2010 relating to the above-captioned registration statement
on Form S-3. Captions and page references herein correspond to those set forth
in the registration statement (the "prospectus"), unless otherwise specified.
Please note that for the Staff's convenience, we have recited each of the
Staff's comments and provided the Company's response to each comment immediately
thereafter.
Form S-3
General
In your Item 5.02 Form 8-K filed on
September 22, 2009, you disclose that Xiandong Zhou, president of your
company, resigned effective September 14, 2009. According to General
Instruction B.1 of Form 8-K, this report was required to be filed within four
business days after occurrence of the event. However, this report was not
filed until September 22, 2009. As such, your report does not appear timely
filed in accordance with the Registrant Requirement of I.A.3(b) of Form S-3.
Please advise.
We believe that we have complied with the
Registrant Requirement of I.A.3(b) of Form S-3 and that the Form 8-K filed on
September 22, 2009 was timely. Xiandong Zhou was our former president, whose
employment in his capacity as our president was terminated in November 2008 upon
his resignation from that position. From the date of his resignation until
September 14, 2009, Mr. Zhou was employed by us as a non-executive employee.
American Lorain Corporation
March 1, 2010
Page 2
On September 14, 2009, three days before
we restructured our management, including the appointment of Mr. Chen as our
president and Ms. Tseng as secretary, and the appointment of new members of our
board of directors, Mr. Zhou resigned from the Company. His resignation was not
required to be reported on Form 8-K because Mr. Zhou was not an executive
officer of the Company at that time.
We failed to timely report Mr. Zhou's
resignation on a Form 8-K in November 2008. Instead, upon discovering our error,
we disclosed his resignation on April 29, 2009 in Item 9B of our Form 10-K/A
pursuant to the instructions to such item. Because our obligation to disclose
Mr. Zhou's resignation occurred more than twelve months ago and no event has
occurred during the past twelve months for which we did not make a timely
filing, we believe that we are in compliance with the Registrant Requirement of
I.A.3(b) of Form S-3.
Incorporation of Certain Information by Reference, page 16
Please revise to indicate the correct
file number for the documents you are incorporating by reference, which number
is 000-31619.
We will revise the prospectus to indicate the correct file
number for the documents we are incorporating by reference, which number is
000-31619.
Please revise to provide the correct
date on which your Form 10-Q for the quarter ended September 30, 2009 was
filed, i.e. November 13, 2009.
We will revise the prospectus to provide the correct date on
which our Form 10-Q for the quarter ended September 30, 2009 was filed, i.e.
November 13, 2009.
Signatures
Please amend your filing to certify
that you have reasonable grounds to believe that you meet all of the
requirements for filing on Form S-3.
We will amend our prospectus to certify that we have
reasonable grounds to believe that we meet all of the requirements for filing on
Form S-3.
Part II. Information Not Required in Prospectus
Item 16. Exhibits
We note from your exhibit index that
you plan to file the form of indenture, exhibit 4.4, by post-effective
amendment or with a future Exchange Act report. Please note that the form of
indenture must be filed prior to effectiveness so that it may be qualified, as
required by Section 309(a) of the Trust Indenture Act. Please file the form of
indenture with a pre-effective amendment.
We will amend our prospectus to remove any
reference to the registration of debt securities. Consequently, our amended
prospectus will not contain a form of indenture.
American Lorain Corporation
March 1, 2010
Page 3
Similarly, please
file legal opinions covering all securities included in the registration
statement in a pre-effective amendment. See Item 601(b)(5) of Regulation S-K.
We will amend our prospectus to include legal opinions
covering all securities included therein.
Item 17. Undertakings
Please explain why you have
included the undertaking provided by Item 512(i) of Regulation S-K.
We will amend our prospectus to remove the undertaking
provided by Item 512(i) of Regulation S-K.
Form 10-K for Fiscal Year Ended December 31, 2008
Exhibits 31.1 and 31.2
Please revise
the introductory language to paragraph 4 to include management's
responsibility for maintaining internal control over financial reporting. See
Item 601(b)(31)(i) of Regulation S-K.
We will amend our Form 10-K to revise the introductory
language to paragraph 4 of Exhibits 31.1 and 31.2 to include management's
responsibility for maintaining internal control over financial reporting.
American Lorain Corporation
March 1, 2010
Page 4
Pursuant to the staff's request, we hereby acknowledge
that:
should the Commission or the
staff, acting pursuant to delegated authority, declare the filing effective,
it does not foreclose the 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 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.
Sincerely,
/s/ Si Chen
Si Chen
Chairman and Chief
Executive Officer
cc:
Christopher S. Auguste, Esq.
Bill Huo, Esq.