SEC Company Response from LIPMAN ELECTRONIC ENGINEERING LTD (CIK 0001270484) — May 6, 2005
LIPMAN ELECTRONIC ENGINEERING LTD (CIK 0001270484)
Date: May 6, 2005 · CIK: 0001270484 · Accession: 0000950136-05-002590
AI Filing Summary & Sentiment
File numbers found in text: 333-124328
Letter
May 6, 2005 BY EDGAR -------- Ms. Barbara C. Jacobs Assistant Director United States Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549
Re: Lipman Electronic Engineering Ltd. Amendment No. 1 to Registration Statement on Form F-3 Filed May 5, 2005 File No. 333-124328 -------------------
Dear Ms. Jacobs:
On May 6, 2005, Mr. Adam Halper of the Commission orally advised us of additional comments from the Staff with respect to Amendment No. 1 to the above-referenced Registration Statement. The Staff's oral comments are provided below followed by responses of Lipman to those comments.
1. The Staff requested that Lipman advise the Staff of clearance of the offering by the NASD prior to the effectiveness of the Registration Statement.
Response: As requested by the Staff, counsel for Merrill Lynch, the underwriter in the offering made pursuant to the Registration Statement, will advise the Staff of clearance of the offering by the NASD prior to the effectiveness of the Registration Statement.
2. The Staff requested that Lipman provide additional clarification with respect to its prior comment no. 3. The Staff requested additional supplemental confirmation with respect to Lipman's disclosure controls and procedures.
Ms. Barbara C. Jacobs Assistant Director United States Securities and Exchange Commission May 6, 2005 Page 2
Response: In response to the Staff's comment, Lipman supplementally confirms to the Staff that, as required under Rule 15d-15(e) under the Exchange Act, its disclosure controls and procedures are (i) designed to ensure that information required to be disclosed by Lipman in the reports that it files or submits under the Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms and (ii) designed to ensure that information required to be disclosed by Lipman in its reports that it files or submits under the Exchange Act is accumulated and communicated to Lipman's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Lipman also supplementally confirms that in its future filings, it will make clear that its disclosure controls and procedures meet the definition contained in Rule 15d-15(e) under the Exchange Act.
3. The Staff requested that Lipman provide a "Tandy" statement to the Staff.
Response: As requested by Staff, Lipman hereby acknowledges that:
o 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;
o the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve Lipman from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
o Lipman may not assert the Staff's 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.
* * *
As discussed with the Staff, Lipman and Merill Lynch currently expect to request acceleration of effectiveness for Tuesday afternoon, May 10, 2005.
If you have any further questions or need any further information, please call the undersigned at (212) 318-3022 or Susan Lee of this office at (212) 318-3141.
Very truly yours,
/s/ Neil Gold
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CORRESP
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FULBRIGHT & JAWORSKI L.L.P.
A Registered Limited Liability Partnership
666 Fifth Avenue, 31st Floor
New York, New York 10103-3198
www.fulbright.com
NGOLD@FULBRIGHT.COM TELEPHONE: (212) 318-3000
DIRECT DIAL: (212) 318-3022 FACSIMILE: (212) 318-3400
May 6, 2005
BY EDGAR
--------
Ms. Barbara C. Jacobs
Assistant Director
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Lipman Electronic Engineering Ltd.
Amendment No. 1 to Registration
Statement on Form F-3
Filed May 5, 2005
File No. 333-124328
-------------------
Dear Ms. Jacobs:
On May 6, 2005, Mr. Adam Halper of the Commission orally advised us of
additional comments from the Staff with respect to Amendment No. 1 to the
above-referenced Registration Statement. The Staff's oral comments are provided
below followed by responses of Lipman to those comments.
1. The Staff requested that Lipman advise the Staff of clearance of the
offering by the NASD prior to the effectiveness of the Registration Statement.
Response: As requested by the Staff, counsel for Merrill Lynch, the underwriter
in the offering made pursuant to the Registration Statement, will advise the
Staff of clearance of the offering by the NASD prior to the effectiveness of the
Registration Statement.
2. The Staff requested that Lipman provide additional clarification
with respect to its prior comment no. 3. The Staff requested additional
supplemental confirmation with respect to Lipman's disclosure controls and
procedures.
Ms. Barbara C. Jacobs
Assistant Director
United States Securities and Exchange Commission
May 6, 2005
Page 2
Response: In response to the Staff's comment, Lipman supplementally confirms to
the Staff that, as required under Rule 15d-15(e) under the Exchange Act, its
disclosure controls and procedures are (i) designed to ensure that information
required to be disclosed by Lipman in the reports that it files or submits under
the Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported,
within the time periods specified in the Commission's rules and forms and (ii)
designed to ensure that information required to be disclosed by Lipman in its
reports that it files or submits under the Exchange Act is accumulated and
communicated to Lipman's management, including its principal executive and
principal financial officers, as appropriate to allow timely decisions regarding
required disclosure. Lipman also supplementally confirms that in its future
filings, it will make clear that its disclosure controls and procedures meet the
definition contained in Rule 15d-15(e) under the Exchange Act.
3. The Staff requested that Lipman provide a "Tandy" statement to the
Staff.
Response: As requested by Staff, Lipman hereby acknowledges that:
o 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;
o the action of the Commission or the Staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve Lipman
from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and
o Lipman may not assert the Staff's 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.
* * *
As discussed with the Staff, Lipman and Merill Lynch currently expect
to request acceleration of effectiveness for Tuesday afternoon, May 10, 2005.
If you have any further questions or need any further information,
please call the undersigned at (212) 318-3022 or Susan Lee of this office at
(212) 318-3141.
Very truly yours,
/s/ Neil Gold
Neil Gold
cc: Adam Halper, Esq. (SEC)