SEC Comment Letter for Jazz Pharmaceuticals plc (JAZZ) (CIK 0001232524) (JAZZ) — Dec 22, 2009
Jazz Pharmaceuticals plc (JAZZ) (CIK 0001232524)
Date: Dec. 22, 2009 · CIK: 0001232524 · Accession: 0000000000-09-072060
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-163333
Letter
Mail Stop 4720 December 22, 2009 Bruce C. Cozadd Chief Executive Officer Jazz Pharmaceuticals, Inc. 3180 Porter Drive Palo Alto, CA 94304 Re: Jazz Pharmaceuticals, Inc. Registration Statement on Form S-1 Filed November 25, 2009 File No. 333-163333
Dear Mr. Cozadd:
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.
1. In an equity line financing conducted as an indirect primary offering, the total amount of securities issuable under the equity line agreement may represent no more than one-third of your comp any’s public float at the time of execution of the equity line agreement. It appears that you are attempting to register approximately 50% of your una ffiliated public float. Please limit the number of shares registered to one-thi rd of your public float or less.
2. Please expand your Risk Factor disclosure to include disclosu re related to the following risks: - The dilutive effect of the fo rmula or pricing mechanism;
Bruce C. Cozadd Jazz Pharmaceuticals, Inc. December 22, 2009 Page 2 of 3 - The likelihood that your company w ill have access to the full amount available to you under the equity line agreement; and - If Kingsbridge intends on engaging in short selling activities including selling during the pricing period, a discu ssion of the effect of short selling on your company’s market price.
3. We note that the cover page of your prospectus implies that Kingsbridge’s obligations under the equity line agreement are transferrable. However, if Kingsbridge can transfer its interest prior to the Regist rant’s exercise of a put, then Kingsbridge is not irrevocab ly bound under the agreement, the registration statement does not identify the proper se lling shareholder and the registration statement may not cover sale s by the transferees of the shares. Please remove the reference of tranferees from the registration statement. If your investment agreement permits the transfer of the obligation, please withdraw your registration statement and renegotiate your agreement. You can refile the registration statement af ter the agreement has been renegotiated.
* * *
As appropriate, please amend your regist ration statement in response to these comments. You may wish to provide us w ith 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: 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
Bruce C. Cozadd Jazz Pharmaceuticals, Inc. December 22, 2009 Page 3 of 3
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 Rules 46 0 and 461 regarding requesting acceleration of a registration statement. Please allow ad equate 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 a dvance of the requested effective date. Please contact Michael Rosenthall at 202-551-3674 or me at 202-551-3715 with any questions.
S i n c e r e l y ,
Jeffrey P. Riedler A s s i s t a n t D i r e c t o r cc: Suzanne Sawochka Hooper Chadwick L. Mills Cooley Godward Kronish LLP Five Palo Alto Square 3000 El Camino Real Palo Alto, CA 94306 Fax: 650-849-7400
Show Raw Text
Mail Stop 4720
December 22, 2009
Bruce C. Cozadd Chief Executive Officer Jazz Pharmaceuticals, Inc. 3180 Porter Drive Palo Alto, CA 94304
Re: Jazz Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed November 25, 2009
File No. 333-163333
Dear Mr. Cozadd:
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.
1. In an equity line financing conducted as an indirect primary offering, the total
amount of securities issuable under the equity line agreement may represent
no more than one-third of your comp any’s public float at the time of
execution of the equity line agreement. It appears that you are attempting to
register approximately 50% of your una ffiliated public float. Please limit the
number of shares registered to one-thi rd of your public float or less.
2. Please expand your Risk Factor disclosure to include disclosu re related to the
following risks:
- The dilutive effect of the fo rmula or pricing mechanism;
Bruce C. Cozadd
Jazz Pharmaceuticals, Inc.
December 22, 2009
Page 2 of 3
- The likelihood that your company w ill have access to the full amount
available to you under the equity line agreement; and
- If Kingsbridge intends on engaging in short selling activities including
selling during the pricing period, a discu ssion of the effect of short selling
on your company’s market price.
3. We note that the cover page of your prospectus implies that Kingsbridge’s
obligations under the equity line agreement are transferrable. However, if
Kingsbridge can transfer its interest prior to the Regist rant’s exercise of a put,
then Kingsbridge is not irrevocab ly bound under the agreement, the
registration statement does not identify the proper se lling shareholder and the
registration statement may not cover sale s by the transferees of the shares.
Please remove the reference of tranferees from the registration statement. If
your investment agreement permits the transfer of the obligation, please withdraw your registration statement and renegotiate your agreement. You
can refile the registration statement af ter the agreement has been renegotiated.
* * *
As appropriate, please amend your regist ration statement in response to these
comments. You may wish to provide us w ith 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:
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
Bruce C. Cozadd
Jazz Pharmaceuticals, Inc.
December 22, 2009
Page 3 of 3
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 Rules 46 0 and 461 regarding requesting acceleration
of a registration statement. Please allow ad equate 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 a dvance of the requested effective date.
Please contact Michael Rosenthall at 202-551-3674 or me at 202-551-3715 with
any questions.
S i n c e r e l y ,
Jeffrey P. Riedler
A s s i s t a n t D i r e c t o r
cc: Suzanne Sawochka Hooper Chadwick L. Mills Cooley Godward Kronish LLP Five Palo Alto Square 3000 El Camino Real Palo Alto, CA 94306 Fax: 650-849-7400