Correspondence 0001493152-24-015621 from PARKS AMERICA, INC (PRKA) (CIK 0001297937) (PRKA)
PARKS AMERICA, INC (PRKA) (CIK 0001297937)
Date: April 22, 2024 · CIK: 0001297937 · Accession: 0001493152-24-015621
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-51254
Referenced dates: April 19, 2024
Letter
VIA EDGAR AND EMAIL Division of Corporation Finance Office of Mergers and Acquisitions United States Securities and Exchange Commission Washington, D.C. 20549 Re: Parks America, Inc. PREC14A filed April 12, 2024 File No. 000-51254
Dear Ms. McKenzie and Mr. Hindin:
I am writing on behalf of Parks! America, Inc. (the “Company”) in response to the comments of the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) set forth in the letter dated April 19, 2024, with respect to the Company’s above-referenced preliminary proxy statement on Schedule 14A filed as “PREC14A” with the Commission on April 12, 2024, File No. 000-51254 (the “Preliminary Proxy Statement”). This letter is being filed with the Commission electronically via the EDGAR system.
In connection with the submission of this letter, the Company anticipates filing its definitive proxy statement on Schedule 14A as “DEFC14A” (the “Definitive Proxy Statement”). The Definitive Proxy Statement will reflect revisions made in response to the comments of the Staff and updates of other information.
For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. Unless otherwise specified, all references to page numbers and captions correspond to the Preliminary Proxy Statement, and all capitalized terms used but not defined herein have the same meaning as in the Preliminary Proxy Statement.
Vinson & Elkins LLP Attorneys at Law
Austin Dallas Dubai Houston London Los Angeles New York
Richmond San Francisco Tokyo Washington
The Grace Building, 1114 Avenue of the Americas, 32nd Floor
New York, NY 10036-7708
Tel +1.212.237.0000 Fax +1.212.237.0100 velaw.com
U.S. Securities and Exchange Commission April 22, 2024 Page 2
Schedule 14A filed April 12, 2024
General Questions About Proposal 1, page 4
1.
We note your disclosure on page 6 that in the event of an over-vote for directors, “depending on the broker, bank or other nominee through which [a stockholder holds] shares, [the stockholder’s] votes on all other proposals before the Annual Meeting may also be invalid and not counted.” Please expand the disclosure to explain the basis for such statement, including why holding shares through certain brokers, banks or other nominees as opposed to other such entities might cause a stockholder’s votes on all other proposals to be invalid and not counted.
RESPONSE:
We acknowledge the Staff’s comment and respectfully advise the Staff that the Company will clarify its disclosure. In the Definitive Proxy Statement, the Company will remove such statement.
2. We note that you encourage stockholders to vote by internet “to avoid an ‘over-vote’ or ‘under-vote.’” Please confirm that stockholders voting by internet have the option to vote for fewer than seven director candidates, as your current disclosure implies that stockholders voting by internet may be able to vote only if they select a certain number of director candidates.
RESPONSE:
We acknowledge the Staff’s comment and respectfully confirm that stockholders voting by Internet will have the option to vote for fewer than seven director candidates. In response to the Staff’s comment, the Company will clarify such disclosure in the Definitive Proxy Statement. In the Definitive Proxy Statement, the Company will include disclosure substantially similar to the below (bold underlined text representing an addition).
We encourage you to vote by Internet to avoid an “over-vote” or an unintentional “under-vote.”
* * * * *
U.S. Securities and Exchange Commission April 22, 2024 Page 3
Please contact me directly at (212) 237-0084 with any questions that you have with respect to the foregoing or if any additional supplemental information is required by the Staff.
Very
truly yours,
/s/
Lawrence S. Elbaum
Show Raw Text
CORRESP
1
filename1.htm
Lawrence
S. Elbaum
lelbaum@velaw.com
Tel
212.237.0084
Fax
917.849.5379
April
22, 2024
VIA
EDGAR AND EMAIL
Laura
McKenzie and Perry Hindin
Special
Counsel
Division
of Corporation Finance
Office
of Mergers and Acquisitions
United
States Securities and Exchange Commission
100
F Street, N.E.
Washington,
D.C. 20549
Re:
Parks
America, Inc.
PREC14A
filed April 12, 2024
File
No. 000-51254
Dear
Ms. McKenzie and Mr. Hindin:
I
am writing on behalf of Parks! America, Inc. (the “Company”) in response to the comments of the Staff of the
Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
set forth in the letter dated April 19, 2024, with respect to the Company’s above-referenced preliminary proxy statement on Schedule
14A filed as “PREC14A” with the Commission on April 12, 2024, File No. 000-51254 (the “Preliminary Proxy Statement”).
This letter is being filed with the Commission electronically via the EDGAR system.
In
connection with the submission of this letter, the Company anticipates filing its definitive proxy statement on Schedule 14A as “DEFC14A”
(the “Definitive Proxy Statement”). The Definitive Proxy Statement will reflect revisions made in response
to the comments of the Staff and updates of other information.
For
your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. Unless
otherwise specified, all references to page numbers and captions correspond to the Preliminary Proxy Statement, and all capitalized terms
used but not defined herein have the same meaning as in the Preliminary Proxy Statement.
Vinson
& Elkins LLP Attorneys at Law
Austin
Dallas Dubai Houston London Los Angeles New York
Richmond
San Francisco Tokyo Washington
The
Grace Building, 1114 Avenue of the Americas, 32nd Floor
New
York, NY 10036-7708
Tel
+1.212.237.0000 Fax +1.212.237.0100 velaw.com
U.S.
Securities and Exchange Commission April 22, 2024 Page 2
Schedule
14A filed April 12, 2024
General
Questions About Proposal 1, page 4
1.
We
note your disclosure on page 6 that in the event of an over-vote for directors, “depending on the broker, bank or other nominee
through which [a stockholder holds] shares, [the stockholder’s] votes on all other proposals before the Annual Meeting
may also be invalid and not counted.” Please expand the disclosure to explain the basis for such statement, including why holding
shares through certain brokers, banks or other nominees as opposed to other such entities might cause a stockholder’s votes
on all other proposals to be invalid and not counted.
RESPONSE:
We
acknowledge the Staff’s comment and respectfully advise the Staff that the Company will clarify its disclosure. In the Definitive
Proxy Statement, the Company will remove such statement.
2.
We
note that you encourage stockholders to vote by internet “to avoid an ‘over-vote’ or ‘under-vote.’” Please
confirm that stockholders voting by internet have the option to vote for fewer than seven director candidates, as your current
disclosure implies that stockholders voting by internet may be able to vote only if they select a certain number of director
candidates.
RESPONSE:
We
acknowledge the Staff’s comment and respectfully confirm that stockholders voting by Internet will have the option to vote for
fewer than seven director candidates. In response to the Staff’s comment, the Company will clarify such disclosure in the Definitive
Proxy Statement. In the Definitive Proxy Statement, the Company will include disclosure substantially similar to the below (bold underlined
text representing an addition).
We
encourage you to vote by Internet to avoid an “over-vote” or an unintentional “under-vote.”
*
* * * *
U.S.
Securities and Exchange Commission April 22, 2024 Page 3
Please
contact me directly at (212) 237-0084 with any questions that you have with respect to the foregoing or if any additional supplemental
information is required by the Staff.
Very
truly yours,
/s/
Lawrence S. Elbaum
Lawrence
S. Elbaum
cc:
Lisa
Brady (lisa@parksamerica.com)
C.
Patrick Gadson (pgadson@velaw.com)
Brett
F. Peace (bpeace@velaw.com)