SEC Comment Letter for INSULET CORP (PODD) (CIK 0001145197) (PODD) — Sep 10, 2010
INSULET CORP (PODD) (CIK 0001145197)
Date: Sept. 10, 2010 · CIK: 0001145197 · Accession: 0000000000-10-052962
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-33462
Referenced dates: September 1, 2010
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-3030 DIVISION OF CORPORATION FINANCE September 10, 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 File No. 001-33462
Dear Mr. Roberts:
We have reviewed your response letter dated September 1, 2010, and your subsequent filings and have the following comment. In so me 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 September 1, 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. Please refer to prior comment 1. We note your response to our comment which describes that under Section 3(b) of the Warrant Agreem ent, in event of a Cashless Major Exercise the warrant holder is entitled to a number of shares of co mmon stock equal to the Black Scholes Value, “divided by 95% of the clos ing price of the Company’s common stock.” We note that the 95% feature appears to have a leveraging effect as it increases the rate of return for the warrant holders as the price of your common stock rise s. Please tell us how you assessed this 95% feature under FASB ASC 815-40-15-7F(b) (paragraph 16 of EITF 07-05) and determined that it was not a levera ge factor that would be inconsistent with the fixed-for-fixed option on equity shares model.
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) 551-3671 with any questions.
S i n c e r e l y , M a r t i n J a m e s Senior Assistant Chief Accountant
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3030
DIVISION OF
CORPORATION FINANCE
September 10, 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
File No. 001-33462
Dear Mr. Roberts:
We have reviewed your response letter dated September 1, 2010, and your subsequent
filings and have the following comment. In so me 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 September 1, 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. Please refer to prior comment 1. We note your response to our comment which describes
that under Section 3(b) of the Warrant Agreem ent, in event of a Cashless Major Exercise
the warrant holder is entitled to a number of shares of co mmon stock equal to the Black
Scholes Value, “divided by 95% of the clos ing price of the Company’s common stock.”
We note that the 95% feature appears to have a leveraging effect as it increases the rate of
return for the warrant holders as the price of your common stock rise s. Please tell us how
you assessed this 95% feature under FASB ASC 815-40-15-7F(b) (paragraph 16 of EITF
07-05) and determined that it was not a levera ge factor that would be inconsistent with
the fixed-for-fixed option on equity shares model.
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) 551-3671 with any questions.
S i n c e r e l y ,
M a r t i n J a m e s Senior Assistant Chief Accountant