SEC Comment Letter for MASISA S.A. (CIK 0001216559) — Nov 2, 2005
MASISA S.A. (CIK 0001216559)
Date: Nov. 2, 2005 · CIK: 0001216559 · Accession: 0000000000-05-055825
AI Filing Summary & Sentiment
File numbers found in text: 333-128972
Referenced dates: October 26, 2005, October 26, 2005
Letter
November 2, 2005 Via U.S. mail and facsimile Mr. Enrique Cibie Chief Executive Officer Masisa S.A. 900 Circle Seventy-five Parkway, Suite 720 Marietta, GA 30339
Re: Masisa S.A. Amendment No. 1 to Registration Statement on Form F-1 Filed October 28, 2005 File No. 333-128972
Dear Mr. Cibie:
We have reviewed your amended filing and your response and have the following comments. 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.
Cover Page of Registration Statement
1. We read the response to comment four of our letter dated October 26, 2005. We note that you are registered 45,000,000 common shares for issuance in the rights offering, of which 23,803,733 shares are based on outstanding ADRs or common shares and the remaining balance is intended to cover any increases in the size of the rights offering. If number of registered shares cannot be determined, you are required to make a good faith estimate. Please explain to us the basis for number of registered shares in excess of 23,803,733 shares. It would appear that you will be able to make a good faith estimate on the record date, at which time you could file a pre-effective amendment with the revised number of registered shares.
Cover Page of Prospectus
2. It appears that you are offering common shares in the United States in connection with two rights offerings. Certain of these common shares will be represented by ADRs. It also appears that the rights offering will be made in the United States to holders of common shares and holders of ADRs. However, the cover page of the prospectus only discusses the rights offerings on a global basis. Please revise the cover page to clearly describe the rights offerings as they will be conducted in the United States. In this regard, we note your response to comment four of our letter dated October 26, 2005.
* * * *
As appropriate, please amend your registration 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 cover letter that is filed on EDGAR 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 amendment and responses to our comments.
Please contact Andrew Schoeffler, Staff Attorney, at (202) 551- 3748 or, in his absence, the undersigned at (202) 551-3760 with any questions.
Sincerely,
Pamela A. Long
Assistant Director
Show Raw Text
<DOCUMENT>
<TYPE>LETTER
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<FILENAME>filename1.txt
<TEXT>
Mail Stop 7010
November 2, 2005
Via U.S. mail and facsimile
Mr. Enrique Cibie
Chief Executive Officer
Masisa S.A.
900 Circle Seventy-five Parkway, Suite 720
Marietta, GA 30339
Re: Masisa S.A.
Amendment No. 1 to Registration Statement on Form F-1
Filed October 28, 2005
File No. 333-128972
Dear Mr. Cibie:
We have reviewed your amended filing and your response and
have
the following comments. 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.
Cover Page of Registration Statement
1. We read the response to comment four of our letter dated
October
26, 2005. We note that you are registered 45,000,000 common
shares
for issuance in the rights offering, of which 23,803,733 shares
are
based on outstanding ADRs or common shares and the remaining
balance
is intended to cover any increases in the size of the rights
offering. If number of registered shares cannot be determined,
you
are required to make a good faith estimate. Please explain to us
the
basis for number of registered shares in excess of 23,803,733
shares.
It would appear that you will be able to make a good faith
estimate
on the record date, at which time you could file a pre-effective
amendment with the revised number of registered shares.
Cover Page of Prospectus
2. It appears that you are offering common shares in the United
States in connection with two rights offerings. Certain of these
common shares will be represented by ADRs. It also appears that
the
rights offering will be made in the United States to holders of
common shares and holders of ADRs. However, the cover page of the
prospectus only discusses the rights offerings on a global basis.
Please revise the cover page to clearly describe the rights
offerings
as they will be conducted in the United States. In this regard,
we
note your response to comment four of our letter dated October 26,
2005.
* * * *
As appropriate, please amend your registration 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
cover letter that is filed on EDGAR 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 amendment and responses to our comments.
Please contact Andrew Schoeffler, Staff Attorney, at (202)
551-
3748 or, in his absence, the undersigned at (202) 551-3760 with
any
questions.
Sincerely,
Pamela A. Long
Assistant Director
cc: Mr. Richard M. Kosnik, Esq.
Jones Day
222 East 41st Street
New York, NY 10017
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Mr. Enrique Cibie
Masisa S.A.
November 2, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
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