SEC Comment Letter for INSULET CORP (PODD) (CIK 0001145197) (PODD) — Jul 15, 2010
INSULET CORP (PODD) (CIK 0001145197)
Date: July 15, 2010 · CIK: 0001145197 · Accession: 0000000000-10-039741
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-33462
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-3030 DIVISION OF CORPORATION FINANCE July 15, 2010 Brian Roberts Chief Financial Officer Insulet Corporation 9 Oak Park Drive Bedford, MA 01730 Re: Insulet Corporation Form 10-K for the Fiscal Year Ended December 31, 2009 Filed March 9, 2010 Form 10-Q for the Fiscal Quarter Ended March 31, 2010 File No. 001-33462
Dear Mr. Roberts:
We have reviewed your response letter da ted June 29, 2010 and your subsequent filings and have the following 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 within te n business days by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response. After reviewing the information you provide in response to these comments, we may have additional comments.
Brian Roberts Insulet Corporation July 15, 2010 Page 2 Form 10-K for the Fiscal Year Ended December 31, 2009
Note 8. Facility Agreement and Common Stock Warrants, page F-17
1. With respect to your analysis under FASB ASC 815-40, we note that in the event of 'default' or a 'major transaction', both as defined in the warrant agreement, you would issue shares to the warrant holder based upon the Black-Scholes value of the warrant effectively adjusting the strike price. Since the settlement amount of the warrants can be affected by those events and the occurrence of those events is not an input to the fair value of a fixed-for-fixed option on equity sh ares, please tell us why you concluded that the warrants are indexed to your own stock. Pl ease also describe for us in detail how you assessed all of the factors in paragraphs 15 to 17 of EITF 07-05 (FASB ASC 815-40-15-7C to 15-7G) in supporting your conclusion. Please also refer to Examples 8 and 9 in EITF 07-05 (FASB ASC 815-40-55-33 to 55-35) 2. Further, with respect to your analysis of the events of 'default' or 'major transactions' under FASB ASC 815-40-25-4, please tell us how you considered your obligation to provide the Black-Scholes fair value of the warrants upon the occurrence of events that are outside of your control. Form 10-Q for the Fiscal Quarter Ended March 31, 2010
3. Please ensure you have resolved any comments we may have regarding your confidential treatment request for exhibit 10.1 to your Form 10-Q filed May 7, 2010.
You may contact Kevin Kuhar, Staff Accountant, at (202) 551-3662 or Kate Tillan, Assistant Chief Accountant, at (202) 551-3604 if you have questi ons regarding comments on the financial statements and related matters. Please contact Gabe Eckstein at (202) 551-3286 or Jay Mumford at (202) 551-3637 if you have questions on other comments. In this regard, do not hesitate to contact me at ( 202) 551-3212 with any questions.
S i n c e r e l y , Jeff Jaramillo A c c o u n t i n g B r a n c h C h i e f
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3030
DIVISION OF
CORPORATION FINANCE
July 15, 2010
Brian Roberts Chief Financial Officer Insulet Corporation 9 Oak Park Drive Bedford, MA 01730
Re: Insulet Corporation
Form 10-K for the Fiscal Year Ended December 31, 2009
Filed March 9, 2010
Form 10-Q for the Fiscal Quarter Ended March 31, 2010
File No. 001-33462
Dear Mr. Roberts:
We have reviewed your response letter da ted June 29, 2010 and your subsequent filings
and have the following 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 within te n business days by providing the requested
information, or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.
After reviewing the information you provide in response to these comments, we may
have additional comments.
Brian Roberts
Insulet Corporation July 15, 2010 Page 2
Form 10-K for the Fiscal Year Ended December 31, 2009
Note 8. Facility Agreement and Common Stock Warrants, page F-17
1. With respect to your analysis under FASB ASC 815-40, we note that in the event of
'default' or a 'major transaction', both as defined in the warrant agreement, you would
issue shares to the warrant holder based upon the Black-Scholes value of the warrant
effectively adjusting the strike price. Since the settlement amount of the warrants can be
affected by those events and the occurrence of those events is not an input to the fair
value of a fixed-for-fixed option on equity sh ares, please tell us why you concluded that
the warrants are indexed to your own stock. Pl ease also describe for us in detail how you
assessed all of the factors in paragraphs 15 to 17 of EITF 07-05 (FASB ASC 815-40-15-7C to 15-7G) in supporting your conclusion. Please also refer to Examples 8 and 9 in EITF 07-05 (FASB ASC 815-40-55-33 to 55-35)
2. Further, with respect to your analysis of the events of 'default' or 'major transactions'
under FASB ASC 815-40-25-4, please tell us how you considered your obligation to provide the Black-Scholes fair value of the warrants upon the occurrence of events that
are outside of your control.
Form 10-Q for the Fiscal Quarter Ended March 31, 2010
3. Please ensure you have resolved any comments we may have regarding your confidential
treatment request for exhibit 10.1 to your Form 10-Q filed May 7, 2010.
You may contact Kevin Kuhar, Staff Accountant, at (202) 551-3662 or Kate Tillan,
Assistant Chief Accountant, at (202) 551-3604 if you have questi ons regarding comments on the
financial statements and related matters. Please contact Gabe Eckstein at (202) 551-3286 or Jay
Mumford at (202) 551-3637 if you have questions on other comments. In this regard, do not
hesitate to contact me at ( 202) 551-3212 with any questions.
S i n c e r e l y , Jeff Jaramillo A c c o u n t i n g B r a n c h C h i e f