SEC Comment Letter for WESTPORT FUEL SYSTEMS INC. (WPRT) (CIK 0001370416) (AETR) — Feb 12, 2016
WESTPORT FUEL SYSTEMS INC. (WPRT) (CIK 0001370416)
Date: Feb. 12, 2016 · CIK: 0001370416 · Accession: 0000000000-16-064895
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 3030 February 12 , 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. Amendment No. 2 to Registration Statement on Form F -4 Filed February 10, 2016 File No. 333 -20752 3
Dear Mr. Achuthan :
We have limited our review of your amended registration statement 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 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 registration statement and the in formation 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 28, 2016 letter .
Voting by Fuel Systems Directors and Fuel Systems Officers, page S -9
1. Please fill in the blank that you added to this section.
U.S. Federal Income Tax Considerations, page 72
2. Please address that part of prior comment 1 that sought the consent of counsel to being named in your addition on what is currently page 73.
Ashoka Achuthan Westport Innovations Inc. February 12 , 2016 Page 2
Receipt of Westport Common Shares in a Section 368(a) Reorganization, page 75
3. Please reconcile your response to prior comment 2 with the uncertain consequences represented by the term “should” in the first paragraph of page 75.
Board Recommendation, page 93
4. Please reconcile the first sentence of this section which indicates that the Fuel Systems board recommends that stockholders vote in favor of the merger with your disclosure added on page 47 regarding a proposal that is or could re asonably be expected to lead to a proposal that is superior to the merger.
Please contact Caleb French at (202) 551 -6947 or me at (202) 551 -3617 with any questions.
Sincerely,
/s/ Russell Mancuso
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Mail Stop 3030 February 12 , 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. Amendment No. 2 to Registration Statement on Form F -4 Filed February 10, 2016 File No. 333 -20752 3 Dear Mr. Achuthan : We have limited our review of your amended registration statement 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 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 registration statement and the in formation 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 28, 2016 letter . Voting by Fuel Systems Directors and Fuel Systems Officers, page S -9 1. Please fill in the blank that you added to this section. U.S. Federal Income Tax Considerations, page 72 2. Please address that part of prior comment 1 that sought the consent of counsel to being named in your addition on what is currently page 73. Ashoka Achuthan Westport Innovations Inc. February 12 , 2016 Page 2 Receipt of Westport Common Shares in a Section 368(a) Reorganization, page 75 3. Please reconcile your response to prior comment 2 with the uncertain consequences represented by the term “should” in the first paragraph of page 75. Board Recommendation, page 93 4. Please reconcile the first sentence of this section which indicates that the Fuel Systems board recommends that stockholders vote in favor of the merger with your disclosure added on page 47 regarding a proposal that is or could re asonably be expected to lead to a proposal that is superior to the merger. 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