SEC Company Response from National CineMedia, Inc. (NCMI) (CIK 0001377630) (NCMI) — Jan 26, 2007
National CineMedia, Inc. (NCMI) (CIK 0001377630)
Date: Jan. 26, 2007 · CIK: 0001377630 · Accession: 0001193125-07-014221
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-137976
Letter
Via EDGAR and Overnight Courier Division of Corporation Finance LONDON Amendment No. 4 to Registration Statement on Form S-1 Filed January 24, 2007 File No. 333-137976
Dear Mr. Spirgel:
LOS ANGELES
MUNICH
On behalf of National CineMedia, Inc., a Delaware corporation (the “Company”), we have transmitted via EDGAR for filing with the Securities and Exchange Commission (the “Commission”) Amendment No. 5 to the above-referenced Registration Statement on Form S-1 of the Company (the “Registration Statement”).
SALT LAKE CITY
SAN FRANCISCO
The Registration Statement has been revised in response to the oral comment received from Mr. William Bennett of the staff of the Commission (the “Staff”) in a telephone conversation on January 25, 2007 (the “Jan. 25 Comment”). To facilitate your review, we are sending to the attention of Mr. Bennett six copies of Amendment No. 5, three of which have been marked to show changes from Amendment No. 4 to the Registration Statement filed on January 24, 2007. All references to page numbers in the responses below refer to page numbers in the prospectus as revised in Amendment No. 5.
The responses and supplemental information provided herein in response to the Jan. 25 Comment are based upon information provided by representatives of the Company and the Company’s advisors. We have not independently verified the accuracy and completeness of such information.
1700 Lincoln Street, Suite 4100 Denver, Colorado 80203-4541 tel 303.861.7000 fax 303.866.0200
Mr. Larry Spirgel
January 26,
Page 2
For your convenience, we have restated the Jan. 25 comment below, followed by the Company’s response.
Unaudited Pro Forma Financial Information
1. Please revise the pro forma financial information to disclose the financial statement impact of your plan to grant options to employees and non-employee directors
The Company has revised the disclosure in note 10 on page 43 to disclose the additional future compensation expense related to the stock options and restricted stock that the Company plans to grant in connection with the completion of the offering.
If you would like to discuss any of the responses above or any other matter, please contact W. Dean Salter at (303) 866-0245, Mashenka Lundberg at (303) 866-0616, or Jennifer D’Alessandro at (303) 866-0635.
Sincerely,
/s/ Holme Roberts & Owen LLP
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CORRESP
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Correspondence Letter
DENVER
January 26, 2007
Via EDGAR and Overnight Courier
BOULDER
Mr. Larry Spirgel
Assistant Director
Division of Corporation Finance
U.S. Securities and Exchange Commission
COLORADO SPRINGS
100 F Street, N.E.
Washington, D. C. 20549-3720
Re: National CineMedia, Inc.
LONDON
Amendment No. 4 to Registration Statement on Form S-1
Filed January 24, 2007
File No. 333-137976
Dear Mr. Spirgel:
LOS ANGELES
MUNICH
On behalf of National CineMedia, Inc., a Delaware corporation (the “Company”), we have transmitted via EDGAR for filing with the Securities and Exchange
Commission (the “Commission”) Amendment No. 5 to the above-referenced Registration Statement on Form S-1 of the Company (the “Registration Statement”).
SALT LAKE CITY
SAN FRANCISCO
The Registration Statement has been revised in response to the oral comment received from Mr. William Bennett of the staff of the Commission (the
“Staff”) in a telephone conversation on January 25, 2007 (the “Jan. 25 Comment”). To facilitate your review, we are sending to the attention of Mr. Bennett six copies of Amendment No. 5, three of which have been
marked to show changes from Amendment No. 4 to the Registration Statement filed on January 24, 2007. All references to page numbers in the responses below refer to page numbers in the prospectus as revised in Amendment
No. 5.
The responses and supplemental information provided herein in response to the Jan. 25 Comment are based upon information provided by representatives of the
Company and the Company’s advisors. We have not independently verified the accuracy and completeness of such information.
1700 Lincoln Street, Suite 4100 Denver, Colorado 80203-4541 tel 303.861.7000 fax 303.866.0200
Mr. Larry Spirgel
January 26,
2007
Page 2
For your convenience, we have restated the Jan. 25 comment below, followed by the Company’s response.
Unaudited Pro Forma Financial Information
1. Please revise the pro forma financial information to disclose the financial statement impact of your
plan to grant options to employees and non-employee directors
The Company has revised the disclosure in note 10 on page 43 to disclose the additional future compensation expense related to the stock options and
restricted stock that the Company plans to grant in connection with the completion of the offering.
If you would like to discuss any of the responses above or any other matter, please contact W. Dean Salter at (303) 866-0245, Mashenka Lundberg at
(303) 866-0616, or Jennifer D’Alessandro at (303) 866-0635.
Sincerely,
/s/ Holme Roberts & Owen LLP
Holme Roberts & Owen LLP
cc: William Bennett
Cheryl Grant
Claire DeLabar
Carlos Pacho
Ralph E. Hardy
Mark Wehrle
Casey T. Fleck
Nicholas P. Saggese