SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

        September 28, 2010
 National Corporate Research Ltd. As Agent for SemiLEDs Corporation 615 South DuPont Highway Dover, DE 19901
Re: SemiLEDs Corporation
Amendment No. 2 to Registrati on Statement on Form S-1
Filed September 14, 2010
  File No. 333-161052

Ladies and Gentlemen:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments , we may have additional comments.
 Prospectus

 1. We note your response to prior comment 3 a nd reissue the comment. Please provide the
requested disclosure in the opening pa ragraph of the prospectus summary.
 2. Please revise the prospectus summary to disclose your reliance on joint venture arrangements.
 3. Please continue to revise the prospect us in response to prior comments 5.

National Corporate Research Ltd.
As Agent for SemiLEDs Corporation
September 28, 2010 Page 2  Risk Factors, page 10

 4. Please add an appropriate risk factor addressing the possibility that up to 10% of your net
profits will be allocated to a profit-sharing pool as well as the effects that this reduction in
profits may have on growth, capital investment, and your stock price.
 We may not succeed in cost-e ffectively producing…, page 16

 5. Please expand your revisions in response to prior comment 16 to identify the companies
that you know already possess or  are developing the technolo gy to produce LED chips in
larger wafer sizes.
 Variations in our production yields…, page 17

 6. It is unclear from your revisions in re sponse to prior comment 17 what caused the
specific difficulties in achieving acceptable yields that you refer to  in the penultimate
paragraph of this risk factor.  We therefore reissue our comment.
 We may not be successful in expanding…, page 18

 7. We note your response to prior comment 17.

• Please revise the prospectus to disclose th e information containe d in your response to
the first bullet of prior comment 17.
• Please revise the prospectus to disclose in the Business section and briefly in the
prospectus summary your stra tegy of focusing on countries with limited intellectual
property regimes.  Your revised disclosu re should address why you believe that the
potentially increased likelihood of infringement of your inte llectual property right is
sufficiently offset by benefits to you.
 The marketing and distribution efforts…, page 19

 8. Please expand your disclosure in response to prior comment 20 to include the expiration
date and other material terms of these agr eements.  Revise here and in your business
section as appropriate. Also, to the extent material, please file these agreements as
exhibits.
 The reduction or elimination of  government investment…, page 22

 9. We note your response to prior comment 21. We  note your revised disclosure here and
your disclosure on page 82 under “Governme nt Investments and Support for LEDs.”
With a view to disclosure, please tell us  whether you have disclosed the governments
around the world that use policy initiatives to  accelerate LED development and adoption.

National Corporate Research Ltd.
As Agent for SemiLEDs Corporation
September 28, 2010 Page 3   If we fail to implement…, page 22

 10. Please provide us with your an alysis for your disclosure in  response to prior comment 22
relating to the internal control requirement.

We are a multinational organization…, page 26

11. We note your response to prior comment 23.  Pl ease reconcile your indication that there
are no material tax consequences  to investors with your disclo sure in this risk factor
regarding the uncertainty of the tax laws to which your multinational organization is
subject, including the possibility  of a material impact to you if taxing authorities claim
that various withholding requireme nts apply to you or your subsid iaries or assert that the
benefits of tax treaties are not available to you.
 Use of Proceeds, page 42

 12. We note your response to prior comment 26; however, it is unclear how omitting the
approximate amounts to be used for each purpose complies with Item 504 of Regulation S-K.  In addition, it is un clear how you considered Inst ruction 7 to Item 504 of
Regulation S-K. We theref ore reissue our comment.
 Management’s Discussion and Analysis…, page 50

 Interest income (expense), net, page 56

 13. Please note that we may have further comment s after you file the e xhibits mentioned in
your response to prior comments 32 and 86, as well as the disclosure in response to prior
comment 59.
 14. With regard to prior comment 32, please provi de us with your analysis as to how you
determined that your outstanding notes are not material and need not be filed.
 Taiwan Tax Treatment, page 57

 15. We note your response to prior comment 33.  Pl ease disclose the specific date by which
Taiwan SemiLEDs must designate the y ear from which you will begin using your
exemption.  In this regard, we note the second- to-last sentence of th e last full paragraph
on page 57.

National Corporate Research Ltd.
As Agent for SemiLEDs Corporation
September 28, 2010 Page 4  -Critical Accounting Policies, page 58

 -Share-based Compensation, page 59

 16. We note your response to prior comments 34 through 38.  Please note that we are
deferring any final evaluation of stock compen sation until the estimated offering price is
specified and all of the requested informa tion is provided, and we may have further
comments when you file the amendm ent containing that information.
 17. We note your response to prior comment 36 a nd your disclosures on page 61 related to
your enterprise value being weighted betw een the market approach and the income
approach.  As previously requested, please re vise your filing to explain in more detail
how you determined the significant assumptions  used in the valuations, including the
risk-adjusted discounts, the non-marketab ility discounts and the estimated holding
periods.  Within your updated disclosure, please explain why you the discount rates
estimated holding periods cha nged within each valuation.
 18. We note your response to prior comment 37 whereby you indicate that you have
complied with paragraph 718-10-30-6 of the FASB Accounting Standards Codification,
which requires you to record the fair value of the options as of the grant date.  We also
note the revised disclosures on page 62 in which you state that “the independent
valuations were as of measurement dates that [you] believe were sufficiently close to the stock option grant dates such that the resu lting stock option fair values were an
appropriate approximation of the grant date fair values of th e stock options.”  It is not
clear to us how the accounting for stock opti ons disclosed here complies with paragraph
718-10-30-6 of the FASB Accounting Standards Codification as your disclosures appear
to indicate the valuations are as of a date diffe rent than the grant date.  Please revise or
advise.
 Increased LED Performance, page 80

 19. We note your response to prior comment 42. With a view to disclosure, please provide us
with a comparison of the energy savings of  LED relative to the traditional lighting
technologies mentioned in this section.
 Business, page 84

 Competitive Manufacturing Cost Structure, page 85

 20. You disclose in response to prior comment  43 that every time you reuse a sapphire you
eliminate the need to purchase  a sapphire.  Please expand your disclosure to indicate the
extent to which your technologies  allow you to reuse sapphires.  Quantify, if possible.  In
addition, please clarify the number of times  that any single sapphire may be reused.

National Corporate Research Ltd.
As Agent for SemiLEDs Corporation
September 28, 2010 Page 5  Efficient Operating and Business Model, page 85

 21. Based on your disclosure in response to pr ior comment 44, it is unclear why companies
with facilities in Taiwan are able to borrow at lower interest rates than companies located
elsewhere.  We therefore reissue the second part of  our comment.
 Expand our Manufacturing Capacity…, page 87

 22. Your response to prior comment 45 suggests that you have not determined whether you will increase your capacity by leasing or ac quiring additional manufacturing space.
Given that you expect to a dd capacity in late 2010 and th e first three months of 2011,
please tell us when you expect to make this  determination, how many additional reactors
you have acquired, whether you expect to acquire  more reactors, and the anticipated cost
to you of this expansion effort.
 23. Also, with respect to the second senten ce of prior comment 45, we note that your
disclosure emphasizes that you will expand your capacity but  does not provide investors
meaningful information to quantify expa nsion. Please tell us why you believe that
additional disclosure is not appropriate.
 Our Technology, page 88

 24. Please further revise your disclosure in  response to prior comment 47 by cross-
referencing the description of the LED ch ip production process to the specific
illustrations in your diagram on page 89.
 Sales and Marketing, page 92

 25. We note that your response to prior comment 50 refers to “the Asian market” and “the
European market.” Please revise to provide greater specificity, if possible. If greater
specificity is not possibl e, please tell us why.
 Sales by China SemiLEDs and Taiwan…, page 98

 26. Please disclose the substance of your respons e to prior comment 55. In addition, with a
view to disclosure, please te ll us the different strategies  (referred to in the second
paragraph of your response) that you consider ed to increase your growth and market
share in China and why you believe that your cu rrent joint venture stra tegy is preferable
to other strategies, including those in which your company w ould be entitled to all the
revenues generated by your sales.  Please provide similar disclosure regarding your
business decisions to establish joint ventures in Malaysia and Taiwan.
 27. We note your response to prior comment 56 a nd in particular the second paragraph of
your response to that comment.  Please incl ude expanded disclosure  in the prospectus

National Corporate Research Ltd.
As Agent for SemiLEDs Corporation
September 28, 2010 Page 6
regarding your method for reso lving conflicts.  Please note that your disclosure should
also discuss whether there are objective crit eria in place to evaluate conflicts and by
whom final decisions as to c onflicts resolution will be made.
 Board of Directors of China SemiLEDs, page 98

 28. We note your response to prior comment 57.  Note that your disclosure remains unclear
as to how you determine the number of directors that you may nominate.  Please revise to clarify, using illustrative examples as appr opriate. In addition, please disclose, as
indicated in the second paragraph of your response, that there may be uncertainty
regarding the precise number of directors you may appoint.
 29. We note your response to prior comment 58.  Pl ease disclose whether Mr. Doan and Dr.
Trun are required to present opportunities to both you and China SemiLEDs and whether
either you or China SemiLEDs ha s a right of first refusal.
 Executive Compensation, page 106

 30. We note your response to prior co mment 61 and reissue the comment.
 Base Salaries, page 107

 31. Please tell us how you determined that the base salary paid in 2007 was less than the
market rate for the same position at similar companies.
 Annual Incentive Compensation, page 108

 32. With a view to disclosure, please provide us  with additional information regarding the
operation of the profit-sharing plan.
 Timing and Size of Grants, page 109

 33. We note your revisions in response to prior comment 64.  Please quantify, to the extent
possible, the relative importance of the factors you disclose in the last sentence.
 Perquisites, page 110

34. We note your response to prior comments 65 a nd 67.  Please tell us how you determined
that the additional amounts payable to your tw o officers, as authorized by the board of
directors in May 2009, should be  characterized as bonuses ra ther than perquisites.

Warranty Agreement, page 121
 35. Please disclose the term of  the warranty agreement.

National Corporate Research Ltd.
As Agent for SemiLEDs Corporation
September 28, 2010 Page 7   Intellectual Property Cr oss-Licensing…, page 122

 36. Please revise to provide the information required by Item 404 of Regulation S-K.
 Principal and Selling Stockholders, page 123

 37. We reissue prior comment 76 as it relates to DJS Properties L.P. in footnote (1) of your
table and JRS Properties III L.P. in footnote (6).
 Effect of Certain Provisions…, page 128

 38. Please tell us the reason for the de letion of the disclosure on page 128.
 Index to Consolidated Financial Statements, page F-1

 39. Please revise to include updated financial statements and rela ted disclosures in your filing
in accordance with Rule 3-12 of Regulation S-X.
 Notes to Consolidated Financial Statements, page F-7

Note 5.  Investments in Uncons olidated Entities, page F-17

40. We note your response to prior comments 55 and 83.  Please address the following:

• Provide us with your detailed analysis of how you considered  the conditions in
paragraph 810-10-15-14 of the FASB A ccounting Standards Codification.

• Provide us with details of  the contributions to the joint venture by each of the
shareholders.  As we note that the jo int venture has not yet begun significant
operations, discuss whether the joint ventur e will require additional financial support
in order to finance its activities.
• Provide us with additional deta ils to support your conclusion that the rights granted to
the shareholder group are particip ating rights.  In this regar d, describe the actions that
can be undertaken solely by the Board of Directors and the ac tions that require
shareholder approval.

• We note from your disclosures on page 98 regarding the management of China
SemiLEDs.  Specifically, we note that the Board of Directors appoints the general
manager who is responsible for the day to da y operations of the joint venture.  The
Board of Directors, which you control, has the ability to hire and fire the general
manager and the general manager is requi red to implement board resolutions and
report to the board.  Please explain to us how you considered the power afforded you

National Corporate Research Ltd.
As Agent for SemiLEDs Corporation
September 28, 2010 Page 8
by way of your ability to control the appoi ntment of the general manager responsible
for the day to day operations of China Se miLEDs in your evaluation of whether to
consolidate China SemiLEDs.

• Please clarify your assessment in response to prior comment 83 that you do not have
control with your statements in response  to prior comment 55 that discuss the
“control mechanisms” that you hold.  Explai n how you considered all of these factors
in your evaluation of whether to consolidate China SemiLEDs.

• We note from pages 99-100 that you have entered into cross-licensing arrangements
with China SemiLEDs.  Please revise your f iling to disclose this  arrangement within
your notes to the financial statements and to discuss how you are accounting for this
arrangement.   Refer to the guidance in Topic 850 of the FASB Accounting Standards
Codification.
 • Further, explain to us ho