SEC Company Response from WESTPORT FUEL SYSTEMS INC. (WPRT) (CIK 0001370416) (AETR) — Feb 16, 2016
WESTPORT FUEL SYSTEMS INC. (WPRT) (CIK 0001370416)
Date: Feb. 16, 2016 · CIK: 0001370416 · Accession: 0001193125-16-463724
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-207523
Letter
VIA EDGAR Office of Electronics and Machinery Division of Corporation Finance Re: Westport Innovations Inc. Amendment No. 2 to Registration Statement on Form F-4 Filed February 10, 2016 File No. 333-207523
Dear Mr. Mancuso:
On behalf of Westport Innovations Inc., an Alberta, Canada corporation (“Westport”), please find below Westport’s responses to the comment letter sent to Mr. Ashoka Achuthan, the Chief Financial Officer of Westport, dated February 12, 2016, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) to the above-referenced registration statement.
Where indicated below, revisions have been included in Amendment No. 3 (“Amendment No. 3”) to the Registration Statement on Form F-4 (the “Registration Statement”), which is being filed with the Commission via EDGAR simultaneously with this response.
The numbered paragraphs in bold below set forth the Staff’s comments together with our responses.
Voting by Fuel Systems Directors and Fuel Systems Officers, page S-9
1. Please fill in the blank that you added to this section.
Response:
The Registration Statement has been amended to reflect the Staff’s comment. Please see pages S-9 and 113 of Amendment No. 3.
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.
Response:
The Registration Statement has been amended to reflect the Staff’s comment. Please see Exhibit 8.1 to Amendment No. 3.
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.
Response:
The Registration Statement has been amended to reflect the Staff’s comment. Please see page 75 of Amendment No. 3.
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 reasonably be expected to lead to a proposal that is superior to the merger.
Response:
The Registration Statement has been amended to reflect the Staff’s comment. Please see page 47 of Amendment No. 3.
Thank you for your consideration. Should you have any questions about the foregoing, please do not hesitate to contact me at (212) 728-8535 or Matthew Haddad at (212) 728-8504.
Sincerely,
By:
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CORRESP 1 filename1.htm CORRESP February 16, 2016 VIA EDGAR Russell Mancuso Branch Chief Office of Electronics and Machinery Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Westport Innovations Inc. Amendment No. 2 to Registration Statement on Form F-4 Filed February 10, 2016 File No. 333-207523 Dear Mr. Mancuso: On behalf of Westport Innovations Inc., an Alberta, Canada corporation (“Westport”), please find below Westport’s responses to the comment letter sent to Mr. Ashoka Achuthan, the Chief Financial Officer of Westport, dated February 12, 2016, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) to the above-referenced registration statement. Where indicated below, revisions have been included in Amendment No. 3 (“Amendment No. 3”) to the Registration Statement on Form F-4 (the “Registration Statement”), which is being filed with the Commission via EDGAR simultaneously with this response. The numbered paragraphs in bold below set forth the Staff’s comments together with our responses. Voting by Fuel Systems Directors and Fuel Systems Officers, page S-9 1. Please fill in the blank that you added to this section. Response: The Registration Statement has been amended to reflect the Staff’s comment. Please see pages S-9 and 113 of Amendment No. 3. 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. Response: The Registration Statement has been amended to reflect the Staff’s comment. Please see Exhibit 8.1 to Amendment No. 3. 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. Response: The Registration Statement has been amended to reflect the Staff’s comment. Please see page 75 of Amendment No. 3. 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 reasonably be expected to lead to a proposal that is superior to the merger. Response: The Registration Statement has been amended to reflect the Staff’s comment. Please see page 47 of Amendment No. 3. Thank you for your consideration. Should you have any questions about the foregoing, please do not hesitate to contact me at (212) 728-8535 or Matthew Haddad at (212) 728-8504. Sincerely, By: /s/ Matthew J. Guercio Matthew J. Guercio, Esq. Willkie Farr & Gallagher LLP cc: Via E-mail Ashoka Achuthan (Westport Innovations Inc.) Brian J. McCarthy, Esq. (Skadden, Arps, Slate, Meagher & Flom LLP) - 2 -