SEC Comment Letter for TECHPRECISION CORP (TPCS) (CIK 0001328792) (TPCS) — Sep 17, 2007
TECHPRECISION CORP (TPCS) (CIK 0001328792)
Date: Sept. 17, 2007 · CIK: 0001328792 · Accession: 0000000000-07-045074
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-133509
Referenced dates: August 8, 2007
Letter
MAIL STOP 3561 via U.S. mail and facsimile James G. Reindl, Chief Executive Officer Techprecision Corporation One Bella Drive Westmenster, MA
Re: Techprecision Corporation Form SB-2 filed August 21, 2007 File No. 333-133509 10-KSB/A for the Year Ended March 31, 2007 filed September 4, 2007 10-QSB for the Quarter ended June 30, 2007 filed August 14, 2007 File No. 0-51378
Dear Mr. Reindl:
We have the following comments on your filings. Where indicated, we think you should revise your documents in response to these comments. If you disagree, we will consider your explanation as to why our co mments are inapplicable or revisions are unnecessary. Please be as deta iled as necessary in your expl anation. In some of our comments, we may ask you to provide us w ith supplemental information so we may better understand your disclosure. After revi ewing this information, we may or may not 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 on any other aspect of our review. Feel free to call us at the tele phone numbers listed at th e end of th is letter.
Prospectus Summary, page 3 1. We reissue comment two of our letter dated August 8, 2007. We continue to note that since six months have passed from th e issuance of the warrants, they appear to be subject to the cashless exercise provi sions. Provide clear disclosure if true, that the warrant holders may utilize cashles s exercise of the warrants at any time
James G. Reindl, Chief Executive Officer Techprecision Corporation September 14, 2007 Page 2 prior to the effectiveness of the registration statement. Lastly, update as of the most recent practicable date the amount of warrants subject to this registration statement that have elected cashless exercise or that have indicated they will elect cashless exercise prior to th e effectiveness of the regist ration statement. If none, clearly state in the prospectus.
Risk Factors, page 8
Because of the nature of our business, we are subject to environmental regulations, and our failure to comply with these regulations could result in increased costs as well as penalties for violation of these regulations, page 11
1. Please revise the heading of this risk factor to clarif y that, in the past, you have not complied with all regulations and th at, consequently, you have previously experienced increased costs and penalties.
2. Please disclose in this risk factor that the EPA alleged separate violations under the Clean Water Act and the Emergenc y Planning and Community Right-to- Know Act for separate events and di scuss the tentative settlement.
Principal Stockholders, page 51
3. Please identify more fully in this section, and file as an exhibit, the agreement which resulted in the March 20, 2007 transf ers of shares to Martin Daube from Redstone Capital Corporation and Messrs. Levy and Youtt. Also, disclose any principal terms of the agreement which you have not already discussed in this section.
Closing Comments
As appropriate, please amend your filings in response to these comments. You may wish to provide us with marked copies of the amendments to expedite our review. Please furnish a cover letter with your amendment that ke ys your responses to our comments and provides any requested suppl emental 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 will consider a written request for acceleration of the effective date of the registration statement as a confirmation of the fact that those requesting acceleration are aware of their re spective responsibilitie s under the Securities 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.
James G. Reindl, Chief Executive Officer Techprecision Corporation September 14, 2007 Page 3 We direct your attention to Rules 46 0 and 461 regarding requesting acceleration of a registration statement. Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at leas t two business days in advance of the requested effective date.
You may contact Ethan Horowitz (202) 551-3311 if you have questions regarding comments on the financial statements and related matters. Please contact Susann Reilly at (202) 551-3236 with other questions.
Sincerely,
John Reynolds
Assistant Director
Office of Emerging Growth Companies
Show Raw Text
September 14, 2007 MAIL STOP 3561 via U.S. mail and facsimile James G. Reindl, Chief Executive Officer Techprecision Corporation One Bella Drive Westmenster, MA Re: Techprecision Corporation Form SB-2 filed August 21, 2007 File No. 333-133509 10-KSB/A for the Year Ended March 31, 2007 filed September 4, 2007 10-QSB for the Quarter ended June 30, 2007 filed August 14, 2007 File No. 0-51378 Dear Mr. Reindl: We have the following comments on your filings. Where indicated, we think you should revise your documents in response to these comments. If you disagree, we will consider your explanation as to why our co mments are inapplicable or revisions are unnecessary. Please be as deta iled as necessary in your expl anation. In some of our comments, we may ask you to provide us w ith supplemental information so we may better understand your disclosure. After revi ewing this information, we may or may not 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 on any other aspect of our review. Feel free to call us at the tele phone numbers listed at th e end of th is letter. Prospectus Summary, page 3 1. We reissue comment two of our letter dated August 8, 2007. We continue to note that since six months have passed from th e issuance of the warrants, they appear to be subject to the cashless exercise provi sions. Provide clear disclosure if true, that the warrant holders may utilize cashles s exercise of the warrants at any time James G. Reindl, Chief Executive Officer Techprecision Corporation September 14, 2007 Page 2 prior to the effectiveness of the registration statement. Lastly, update as of the most recent practicable date the amount of warrants subject to this registration statement that have elected cashless exercise or that have indicated they will elect cashless exercise prior to th e effectiveness of the regist ration statement. If none, clearly state in the prospectus. Risk Factors, page 8 Because of the nature of our business, we are subject to environmental regulations, and our failure to comply with these regulations could result in increased costs as well as penalties for violation of these regulations, page 11 1. Please revise the heading of this risk factor to clarif y that, in the past, you have not complied with all regulations and th at, consequently, you have previously experienced increased costs and penalties. 2. Please disclose in this risk factor that the EPA alleged separate violations under the Clean Water Act and the Emergenc y Planning and Community Right-to- Know Act for separate events and di scuss the tentative settlement. Principal Stockholders, page 51 3. Please identify more fully in this section, and file as an exhibit, the agreement which resulted in the March 20, 2007 transf ers of shares to Martin Daube from Redstone Capital Corporation and Messrs. Levy and Youtt. Also, disclose any principal terms of the agreement which you have not already discussed in this section. Closing Comments As appropriate, please amend your filings in response to these comments. You may wish to provide us with marked copies of the amendments to expedite our review. Please furnish a cover letter with your amendment that ke ys your responses to our comments and provides any requested suppl emental 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 will consider a written request for acceleration of the effective date of the registration statement as a confirmation of the fact that those requesting acceleration are aware of their re spective responsibilitie s under the Securities 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. James G. Reindl, Chief Executive Officer Techprecision Corporation September 14, 2007 Page 3 We direct your attention to Rules 46 0 and 461 regarding requesting acceleration of a registration statement. Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at leas t two business days in advance of the requested effective date. You may contact Ethan Horowitz (202) 551-3311 if you have questions regarding comments on the financial statements and related matters. Please contact Susann Reilly at (202) 551-3236 with other questions. Sincerely, John Reynolds Assistant Director Office of Emerging Growth Companies cc: Asher S. Levitsky, Esq. By facsimile to (212) 930-9724