SEC Company Response from ORTHOPEDIATRICS CORP (KIDS) (CIK 0001425450) (KIDS) — Jun 16, 2016
ORTHOPEDIATRICS CORP (KIDS) (CIK 0001425450)
Date: June 16, 2016 · CIK: 0001425450 · Accession: 0001144204-16-108592
AI Filing Summary & Sentiment
Reasoning
Referenced dates: June 8, 2016
Letter
VIA EDGAR AND HAND DELIVERY Office of Electronics and Machinery Securities and Exchange Commission Re: OrthoPediatrics Corp. Amendment No. 2 to Draft Registration Statement on Form S-1 Submitted May 24, 2016 CIK No. 0001425450
Dear Ms. Ravitz:
On behalf of OrthoPediatrics Corp. (the “Company”), set forth below are the Company’s responses to the comments of the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) relating to the Company’s Draft Registration Statement on Form S-1 (the “Draft Registration Statement”). An electronic version of the Registration Statement (the “Registration Statement”) has been concurrently filed with the Commission through its EDGAR system. The enclosed copy of the Registration Statement has been marked to reflect changes made to the Draft Registration Statement.
Set forth below are the Company’s responses to the comments of the Staff’s letter to the Company, dated June 8, 2016, relating to the Draft Registration Statement. For convenience of reference, the text of the Staff’s comments has been reproduced in bold and italics herein. The Company has provided its response immediately after each numbered comment. Capitalized terms used but not otherwise defined herein have the meanings assigned to such terms in the Registration Statement.
The Offering, page 8
1. We note your revised disclosure here and throughout your prospectus that you plan to use a portion of your net proceeds from this offering to pay the accumulated and unpaid dividends on your series B preferred stock. Please revise this section to include the dollar amount of the unpaid dividends and the affiliates you identify on page 114 who will receive a portion of the net proceeds.
June 16, 2016
Page 2
Response: In response to the Staff’s comment, the Company has revised the disclosure on page 8 of the Registration Statement to include the dollar amount of the unpaid dividends and to name the affiliates who will receive a portion of the net proceeds.
Stock-Based Compensation, page 68
15. With respect to the 120,058 shares of restricted common stock granted during the three months ended March 31, 2016, please provide us with your analysis in valuing those grants.
Response: In response to the Staff’s comment, the Company has supplementally provided, under separate cover, a report summarizing its analysis in valuing the 120,058 shares of restricted common stock granted during the three months ended March 31, 2016.
*********
Any comments or questions regarding the foregoing should be directed to the undersigned at +1.312.876.7680. Thank you in advance for your cooperation in connection with this matter.
Very truly yours,
/s/Christopher D. Lueking
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330 North Wabash Avenue
Suite 2800
Chicago, Illinois 60611
Tel: +1.312.876.7700 Fax: +1.312.993.9767
www.lw.com
June 16, 2016
VIA EDGAR AND HAND DELIVERY
Amanda Ravitz
Assistant Director
Office of Electronics and Machinery
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
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Re:
OrthoPediatrics Corp.
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted May 24, 2016
CIK No. 0001425450
Dear Ms. Ravitz:
On behalf of OrthoPediatrics Corp. (the
“Company”), set forth below are the Company’s responses to the comments of the Staff of the Division
of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
relating to the Company’s Draft Registration Statement on Form S-1 (the “Draft Registration Statement”).
An electronic version of the Registration Statement (the “Registration Statement”) has been concurrently
filed with the Commission through its EDGAR system. The enclosed copy of the Registration Statement has been marked to reflect
changes made to the Draft Registration Statement.
Set forth below are the Company’s
responses to the comments of the Staff’s letter to the Company, dated June 8, 2016, relating to the Draft Registration Statement.
For convenience of reference, the text of the Staff’s comments has been reproduced in bold and italics herein. The Company
has provided its response immediately after each numbered comment. Capitalized terms used but not otherwise defined herein have
the meanings assigned to such terms in the Registration Statement.
The Offering,
page 8
1. We note your revised disclosure here and throughout your prospectus that you plan to use a portion of your net proceeds
from this offering to pay the accumulated and unpaid dividends on your series B preferred stock. Please revise this section to
include the dollar amount of the unpaid dividends and the affiliates you identify on page 114 who will receive a portion of the
net proceeds.
June 16, 2016
Page 2
Response: In response to
the Staff’s comment, the Company has revised the disclosure on page 8 of the Registration Statement to include the dollar
amount of the unpaid dividends and to name the affiliates who will receive a portion of the net proceeds.
Stock-Based Compensation,
page 68
15. With respect to the 120,058 shares of restricted common stock granted during the three months ended March 31, 2016, please
provide us with your analysis in valuing those grants.
Response: In response to
the Staff’s comment, the Company has supplementally provided, under separate cover, a report summarizing its analysis in
valuing the 120,058 shares of restricted common stock granted during the three months ended March 31, 2016.
*********
Any comments or questions regarding the foregoing should be
directed to the undersigned at +1.312.876.7680. Thank you in advance for your cooperation in connection with this matter.
Very truly yours,
/s/Christopher D. Lueking
Christopher D. Lueking, Esq.
of LATHAM & WATKINS LLP
Enclosures
cc: (via e-mail)
Mark C. Throdahl, OrthoPediatrics Corp.
Charles Ruck, Latham & Watkins LLP
Divakar Gupta, Cooley LLP