SEC Comment Letter for ORION ENERGY SYSTEMS, INC. (OESX) (CIK 0001409375) (OESX) — Dec 11, 2007
ORION ENERGY SYSTEMS, INC. (OESX) (CIK 0001409375)
Date: Dec. 11, 2007 · CIK: 0001409375 · Accession: 0000000000-07-059874
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-145569
Letter
December 11, 2007 Mail Stop 6010 Neal R. Verfuerth President and Chief Executive Officer Orion Energy Systems, Inc. 1204 Pilgrim Road Plymouth, WI 53073 Re: Orion Energy Systems, Inc. Registration Statement on Form S-1/A Filed November 29, 2007 File No. 333-145569
Dear Mr. Verfuerth:
We have reviewed your filing and have the following comments. Where indicated, we think you should re vise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as deta iled as necessary in your explanation. In some of our comments, we may ask you to provi de us with information so we may better understand your disclosure. After reviewing th is information, we may raise additional comments. We welcome any questions you may have about our comments or any other aspect of our review. Feel fr ee to call us at the telephone numbe rs listed at the end of this letter. Principal and Selling Stockholders, page 97
1. We note the paragraph added before the ta ble. It is inappropriate to disclaim responsibility for your disclosure. Please re vise to remove any implication to the contrary. 2. For offered securities that were acquired upon exercise of options after you first filed this registration statement, please tell us when you granted the options. Also, please tell us when you initially sold the securities mentioned in the last sentence of footnote 24 and clause s (i) and (vi) of footnote 68.
Neal Verfuerth Orion Energy Systems, Inc. December 11, 2007 Page 2 Exhibits
3. We note your response to prior comment 14. We reissue the comment and note the schedules missing from exhibit 1.1 and the exhibit A missing from exhibit 10.16.
* * * * * * *
As appropriate, please amend your regist ration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cove r letter with your amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Act of 1933 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In addition, please be advi sed that the Division of En forcement has access to all information you provide to the staff of the Di vision of Corporation Finance in connection with our review of your filing or in response to our comments on your filing. We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are aware of their respective re sponsibilities under the S ecurities Act of 1933 and the Securities Exchange Act of 1934 as they rela te to the proposed public offering of the securities specified in the above registration statement. We will act on the request and, pursuant to delegated authority, grant acce leration of the effective date. We direct your attention to Rules 46 0 and 461 regarding requesting acceleration of a registration statement. Please allow ad equate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in a dvance of the requested effective date.
Neal Verfuerth Orion Energy Systems, Inc. December 11, 2007 Page 3 You may contact Dennis Hu lt at (202) 551-3618 or Kaitlin Tillan, Assistant Chief Accountant, at (202) 551-3604 if you have questions regarding comments on the financial statements and related matters. Please contact Jose ph McCann at (202) 551- 6262 or me at (202) 551-3617 with any other questions.
S i n c e r e l y ,
Russell Mancuso Branch Chief cc (via fax): Steven R. Barth, Esq.—Foley & Lardner LLP
Show Raw Text
December 11, 2007
Mail Stop 6010
Neal R. Verfuerth President and Chief Executive Officer Orion Energy Systems, Inc. 1204 Pilgrim Road Plymouth, WI 53073
Re: Orion Energy Systems, Inc.
Registration Statement on Form S-1/A Filed November 29, 2007
File No. 333-145569
Dear Mr. Verfuerth:
We have reviewed your filing and have the following comments. Where
indicated, we think you should re vise your document in response to these comments. If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary. Please be as deta iled as necessary in your explanation. In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure. After reviewing th is information, we may raise additional
comments.
We welcome any questions you may have about our comments or any other
aspect of our review. Feel fr ee to call us at the telephone numbe rs listed at the end of this
letter. Principal and Selling Stockholders, page 97
1. We note the paragraph added before the ta ble. It is inappropriate to disclaim
responsibility for your disclosure. Please re vise to remove any implication to the
contrary.
2. For offered securities that were acquired upon exercise of options after you first
filed this registration statement, please tell us when you granted the options.
Also, please tell us when you initially sold the securities mentioned in the last
sentence of footnote 24 and clause s (i) and (vi) of footnote 68.
Neal Verfuerth
Orion Energy Systems, Inc.
December 11, 2007 Page 2 Exhibits
3. We note your response to prior comment 14. We reissue the comment and note
the schedules missing from exhibit 1.1 and the exhibit A missing from exhibit 10.16.
* * * * * * *
As appropriate, please amend your regist ration statement in response to these
comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its management are in
possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement. We will act on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement. Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration. Please provide this request at least two business days in a dvance of the requested effective date.
Neal Verfuerth
Orion Energy Systems, Inc. December 11, 2007 Page 3
You may contact Dennis Hu lt at (202) 551-3618 or Kaitlin Tillan, Assistant Chief
Accountant, at (202) 551-3604 if you have questions regarding comments on the
financial statements and related matters. Please contact Jose ph McCann at (202) 551-
6262 or me at (202) 551-3617 with any other questions.
S i n c e r e l y ,
Russell Mancuso Branch Chief
cc (via fax): Steven R. Barth, Esq.—Foley & Lardner LLP