SEC Comment Letter for WESTPORT FUEL SYSTEMS INC. (WPRT) (CIK 0001370416) (AETR) — Jan 28, 2016
WESTPORT FUEL SYSTEMS INC. (WPRT) (CIK 0001370416)
Date: Jan. 28, 2016 · CIK: 0001370416 · Accession: 0000000000-16-062884
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 3030 January 28, 2016 Via E -mail Ashoka Achuthan Chief Financial Officer Westport Innovations Inc. Suite 101, 1750 West 75 th Avenue Vancouver, British Columbia Canada V6P 6G2
Re: Westport Innovations Inc. Registration Statement on Form F -4 Response Dated January 20, 2016 File No. 333 -207253
Dear Mr. Achuthan :
We have limited our review of your January 20, 2016 letter to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registrat ion 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. Unless we note otherwise , our references to prior comments are to comments in our January 11, 2016 letter .
U.S. Federal Income Tax Consequences, page 70
1. Please file the consent of counsel to being named in your addition on the first page 70 of Annex A to your response. In this regard, we note that you identify counsel as providing an opinion regardin g United States federal income tax consequences; please confirm that you also will file an opinion of counsel regarding the disclosed Canadian tax consequences.
2. Please reconcile your response to prior comment 2 with the uncertain consequences represented by the term “should” in the first paragraph of the second page 70 of Annex A to your response.
Ashoka Achuthan Westport Innovations Inc. January 28, 2016 Page 2
Where you can find more information, page 143
3. Please expand your response to prior comment 1 to clarify where you have provided disclosure responsive to that part of Form F -4 Item 18(a)(7)(ii) which requires disclosure of the infor mation required by Item 6.B of F orm 20 -F with respect to each person who will serve as a director or an executive officer of the surviving or acquiring company. Note that Item 6.B requires di sclosure for the last full financial year.
Please contact Caleb French at (202) 551 -6947 or me at (202) 551 -3617 with any questions.
Sincerely,
/s/ Russell Mancuso
Show Raw Text
Mail Stop 3030 January 28, 2016 Via E -mail Ashoka Achuthan Chief Financial Officer Westport Innovations Inc. Suite 101, 1750 West 75 th Avenue Vancouver, British Columbia Canada V6P 6G2 Re: Westport Innovations Inc. Registration Statement on Form F -4 Response Dated January 20, 2016 File No. 333 -207253 Dear Mr. Achuthan : We have limited our review of your January 20, 2016 letter to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registrat ion 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. Unless we note otherwise , our references to prior comments are to comments in our January 11, 2016 letter . U.S. Federal Income Tax Consequences, page 70 1. Please file the consent of counsel to being named in your addition on the first page 70 of Annex A to your response. In this regard, we note that you identify counsel as providing an opinion regardin g United States federal income tax consequences; please confirm that you also will file an opinion of counsel regarding the disclosed Canadian tax consequences. 2. Please reconcile your response to prior comment 2 with the uncertain consequences represented by the term “should” in the first paragraph of the second page 70 of Annex A to your response. Ashoka Achuthan Westport Innovations Inc. January 28, 2016 Page 2 Where you can find more information, page 143 3. Please expand your response to prior comment 1 to clarify where you have provided disclosure responsive to that part of Form F -4 Item 18(a)(7)(ii) which requires disclosure of the infor mation required by Item 6.B of F orm 20 -F with respect to each person who will serve as a director or an executive officer of the surviving or acquiring company. Note that Item 6.B requires di sclosure for the last full financial year. Please contact Caleb French at (202) 551 -6947 or me at (202) 551 -3617 with any questions. Sincerely, /s/ Russell Mancuso Russell Mancuso Branch Chief Office of Electronics and Machinery cc: Matthew J. Guercio