SEC Comment Letter for Polypore International, Inc. (CIK 0001292556) — May 10, 2005
Polypore International, Inc. (CIK 0001292556)
Date: May 10, 2005 · CIK: 0001292556 · Accession: 0000000000-05-022825
AI Filing Summary & Sentiment
File numbers found in text: 333-124142
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May 10, 2005
By facsimile to (212) 728-8111 and U.S. Mail
Mr. Frank Nasisi
President and Chief Executive Officer
Polypore International, Inc.
13800 South Lakes Drive
Charlotte, NC 28273
RE: Polypore International, Inc.
Registration Statement on Form S-4
Filed April 18, 2005
File No. 333-124142
Dear Mr. Nasisi:
We limited our review of the registration statement to:
* Compliance with relevant comments issued on the registration
statement on Form S-1 that was filed on June 7, 2004.
* Updated 2004 information plus disclosures under "Forward-looking
statements" on page ii, "Legal Proceedings" on page 74, and
"Undertakings" on page II-2 in the registration statement on Form
S-
4.
We have the comments below. No further review of the S-4 has
been or will be made.
We urge all persons by statute responsible for the
registration
statement`s adequacy and accuracy to make certain that all
information required under the Securities Act has been included.
We
remind you to consider applicable requirements for the preliminary
prospectus` distribution.
Where indicated, we think that you should revise the document
in
response to the comments. If you disagree, we will consider your
explanation why a comment is inapplicable or a revision is
unnecessary. Be as detailed as necessary in your explanation. To
understand better your disclosure, we may ask you in some comments
to
provide us supplemental information. We may raise additional
comments after reviewing this information.
Our review`s purpose is to assist you in your compliance with
applicable disclosure requirements and to enhance the overall
disclosure in your document. We look forward to working with you
to
achieve these objectives. We welcome any questions that you may
have
about comments or any other aspect of our review. You may call us
at
the telephone numbers listed at the end of this letter.
Forward-looking Statements, page ii
1. Since the offering is a tender offer, Polypore International,
Inc.
or Polypore is ineligible to rely on the safe harbor. See section
27A(b)(2)(C) of the Securities Act and section 21E(b)(2)(C) of the
Exchange Act, and revise.
Risk Factors, page 12
2. Refer to comment 11 in our July 7, 2004 letter. Some risk
factors` captions or headings state merely a fact or describe an
event that may occur in the future or are too vague to describe
adequately the risk that follows. For example, refer to the
first,
second, fifteenth, sixteenth, nineteenth, twenty-fifth, twenty-
sixth,
and thirty-third risk factors. State succinctly the risk that
flows
from the fact or uncertainty.
3. Refer to comment 10 in our July 7, 2004 letter. Some risk
factors
include language like "We cannot assure," "We also cannot assure,"
"none of which we can guarantee," and "there can be no assurance."
For example, refer to the first, third, sixth, eleventh, and
twelfth
risk factors. Since the risk is the situation described and not
Polypore`s inability to assure or guarantee, revise.
Critical Accounting Policies, page 45
4. Refer to "Legal Proceedings" on page 74. Address the Indiana
FOV
issue in your MD&A critical accounting policy disclosure. Expand
the
disclosure to clarify for readers the basis for management`s
opinion
of immateriality given the disclosure that the range of loss is
not
reasonably estimable. If EPA fines of $27,500 to $32,500 per day
are
possible, then that issue should be explained to readers.
Business Restructuring, page 49
5. Quantify for us in a supplemental letter the amount of profit
subsequently recognized upon sale/disposition of the raw materials
impacted by the $1.8 million charge. If material, then MD&A
disclosure is required.
Liquidity and Capital Resources, page 52
6. We note the disclosure that your DSO increased due to a change
in
"customer mix." Please elaborate. Explain specifically to
readers
why receivables increased 19% between January 3, 2004 and January
1,
2005 when sales in the quarters then ended decreased 14%. Absent
informative disclosure to the contrary, it would appear that there
has been a material deterioration in credit quality and/or a
change
in your revenue recognition practices. We note that the increased
exchange rate only comprised 5% of the increase in receivables.
Debt Covenants, page 54
7. We note the reference to interest coverage and leverage ratios.
Quantify here the required ratio levels applicable to 2005 and the
actual ratio levels based on the most current financial
statements.
Legal Proceedings, page 74
8. While we understand that the allegations by the United States
Environmental Protection Agency or EPA relating to the Corydon,
Indiana facility are preliminary and that the matter is at an
early
stage, news articles report that EPA could impose fines of as much
as
$27,500 to $32,500 a day during the six year period between 1998
and
2003. Thus, it is unclear whether the disclosure of the
allegations
required by Item 103 of Regulation S-K is complete. See Item 103
of
Regulation S-K and the item`s instructions, and revise or advise.
Legal Matters, page 157
9. Refer to comment 49 in our July 7, 2004 letter. Clarify that
counsel also will opine on the enforceability of the obligations
of
Polypore under the notes. We note that Polypore intends to file
by
amendment the legality opinion.
Financial Statements
10. Note the updating requirements in Article 3-12 of Regulation
S-X.
Undertakings, page II-2
11. Provide the undertakings required by Item 512(a) of Regulation
S-
K.
Closing
File an amendment to the S-4 in response to the comments. To
expedite our review, you may wish to provide us three marked
courtesy
copies of the amendment. Include with the filing any supplemental
information requested and a cover letter tagged as correspondence
that keys the responses to the comments. If you think that
compliance with any of the comments is inappropriate, provide the
basis in the letter. We may have additional comments after review
of
the amendment, the responses to the comments, and any supplemental
information.
We urge all persons responsible for the registration
statement`s
accuracy and adequacy to make certain that all information
required
under the Securities Act of 1933 is included. Since Polypore and
its
management are in possession of all facts relating to the
disclosure
in the registration statement, they are responsible for the
adequacy
and accuracy of the disclosures that they have made.
If Polypore requests acceleration of the registration
statement`s effectiveness, Polypore should furnish a letter at the
time of the request acknowledging that:
* Should the Commission or the staff acting by delegated authority
declare the registration statement effective, it does not
foreclose
the Commission from taking any action on the filing.
* The action of the Commission or the staff acting by delegated
authority in declaring the registration statement effective does
not
relieve Polypore from its full responsibility for the adequacy and
accuracy of the registration statement`s disclosures.
* Polypore may not assert our comments or the declaration of the
registration statement`s effectiveness as a defense in any
proceedings initiated by the Commission or any person under the
United States` federal securities laws.
The Commission`s Division of Enforcement has access to all
information that you provide us in our review of the registration
statement or in response to our comments on the registration
statement.
We will consider a written request for acceleration of the
registration statement`s effectiveness under Rule 461 of
Regulation C
under the Securities Act as confirmation that those requesting
acceleration are aware of their responsibilities under the
Securities
Act and the Exchange Act as they relate to the proposed public
offering of the securities specified in the registration
statement.
We will act on the request and by delegated authority grant
acceleration of the registration statement`s effectiveness.
We direct your attention to Rules 460 and 461 of Regulation C
under the Securities Act on requesting acceleration of a
registration
statement`s effectiveness. Allow adequate time after the filing
of
any amendment for further review before submitting a request for
acceleration. Provide this request at least two business days
before
the requested effective date.
You may direct questions on accounting comments to Alfred P.
Pavot, Staff Accountant, at (202) 942-1764 or John M. Hartz,
Senior
Assistant Chief Accountant, at (202) 942-1798. You may direct
questions on other comments and other disclosure issues to Edward
M.
Kelly, Senior Counsel, at (202) 942-1978 or me at (202) 942-1950.
Very truly yours,
Pamela A. Long
Assistant Director
cc: Steven J. Gartner, Esq.
Wilkie Farr & Gallagher LLP
787 7th Avenue
New York, NY 10019
Mr. Frank Nasisi
May 10, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
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