SEC Comment Letter for Enovis CORP (ENOV) (CIK 0001420800) (ENOV) — Dec 1, 2011
Enovis CORP (ENOV) (CIK 0001420800)
Date: Dec. 1, 2011 · CIK: 0001420800 · Accession: 0000000000-11-069299
AI Filing Summary & Sentiment
File numbers found in text: 001-34045
Letter
December 1, 2011 Via E-mail A. Lynne Puckett Senior Vice President, General Counsel and Secretary Colfax Corporation 8170 Maple Lawn Boulevard Fulton, MD 20759 Re: Colfax Corporation Amendment No. 1 to Preliminar y Proxy Statement on Schedule 14A Filed November 18, 2011 File No. 001-34045
Dear Ms. Puckett: We limited our review of your f iling to those issues we have addressed in our comments. In some of our comments, we may ask you to pr ovide us with information so we may better understand your disclosure. Please respond to this letter within ten business days by amending your filing, by providing the requested information, or by advi sing us when you will provide the requested response. If you do not believe our comments apply to your fact s and circumstances or do not believe an amendment is appropriate, pl ease tell us why in your response. After reviewing any amendment to your filing and the information you provide in response to these comments, we may have additional comments. Unaudited Pro Forma Condensed Combined Financial Information, pages 213 and 214
1. Please revise to disclose the components of the Charter U.S. GAAP adjustments of $11,787 and $16,413 for the nine months ended September 30, 2011 and for the year ended December 31, 2010, respectively. Similarl y, please clarify th e components of the transaction adjustments relating to selling, general and administrative expenses for the nine months ended September 30, 2011 and for the year ended December 31, 2010.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules requir e. 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.
A. Lynne Puckett Colfax Corporation December 1, 2011 Page 2
In responding to our comments, please provi de a written statement from the company acknowledging that: the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of the United States.
You may contact Praveen Ka rtholy at (202) 551-3778 or me at (202) 551-3676 if you have questions regarding comments on the financ ial statements and related matters. Please contact Louis Rambo at (202) 551-3289 or Geoffr ey Kruczek at (202) 551-3641 with any other questions. Sincerely, /s/ Brian Cascio Brian Cascio Accounting Branch Chief
cc: James A. McDonald Skadden, Arps, Slate, Meagher & Flom
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December 1, 2011 Via E-mail A. Lynne Puckett Senior Vice President, General Counsel and Secretary Colfax Corporation 8170 Maple Lawn Boulevard Fulton, MD 20759 Re: Colfax Corporation Amendment No. 1 to Preliminar y Proxy Statement on Schedule 14A Filed November 18, 2011 File No. 001-34045 Dear Ms. Puckett: We limited our review of your f iling to those issues we have addressed in our comments. In some of our comments, we may ask you to pr ovide us with information so we may better understand your disclosure. Please respond to this letter within ten business days by amending your filing, by providing the requested information, or by advi sing us when you will provide the requested response. If you do not believe our comments apply to your fact s and circumstances or do not believe an amendment is appropriate, pl ease tell us why in your response. After reviewing any amendment to your filing and the information you provide in response to these comments, we may have additional comments. Unaudited Pro Forma Condensed Combined Financial Information, pages 213 and 214 1. Please revise to disclose the components of the Charter U.S. GAAP adjustments of $11,787 and $16,413 for the nine months ended September 30, 2011 and for the year ended December 31, 2010, respectively. Similarl y, please clarify th e components of the transaction adjustments relating to selling, general and administrative expenses for the nine months ended September 30, 2011 and for the year ended December 31, 2010. We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules requir e. 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. A. Lynne Puckett Colfax Corporation December 1, 2011 Page 2 In responding to our comments, please provi de a written statement from the company acknowledging that: the company is responsible for the adequacy an d accuracy of the disclo sure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of the United States. You may contact Praveen Ka rtholy at (202) 551-3778 or me at (202) 551-3676 if you have questions regarding comments on the financ ial statements and related matters. Please contact Louis Rambo at (202) 551-3289 or Geoffr ey Kruczek at (202) 551-3641 with any other questions. Sincerely, /s/ Brian Cascio Brian Cascio Accounting Branch Chief cc: James A. McDonald Skadden, Arps, Slate, Meagher & Flom