SEC Comment Letter for AMC Networks Inc. (AMCX) (CIK 0001514991) (AMCX) — May 9, 2011
AMC Networks Inc. (AMCX) (CIK 0001514991)
Date: May 9, 2011 · CIK: 0001514991 · Accession: 0000000000-11-028753
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-35106
Letter
May 9, 2011 Mr. Joshua W. Sapan President and Chief Executive Officer AMC Networks Inc. 11 Penn Plaza New York, NY 10001 Re: AMC Networks Inc. Amendment #2 to Form 10-12B Filed May 4, 2011 File No. 001-35106
Dear Mr. Sapan:
We have reviewed your amended Form 10 a nd have the following comment. In our comment, we ask you to provide us with in formation so we may better understand your disclosure. Please respond to this letter by amendi ng your filing and by pr oviding the requested information. If you do not believe our comment a pplies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your filing and the information you provide in response to our comment, we ma y have additional comments. Executive Compensation, page 95
Performance Awards, page 98 1. We note that Mr. Sapan was paid approxi mately $3.3 million in non-equity incentive plan compensation in 2010. We note th is amount was based upon performance in 2010 and the value of awards granted in 2008, earned at the end of 2010. Please tell us why disclosure of these past performan ce targets would result in competitive harm for Cablevision. We note that these target s have been derived from Cablevision’s confidential five-year strategi c plans; however, for past periods, it is not clear why disclosure could result in competitive harm since these targets would no longer be considered future targets.
Mr. Joshua W. Sapan AMC Networks Inc. May 9, 2011 Page 2 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 the information the Securities Exchange Act of 1934 and all applicable Exchan ge Act rules require. Since the company and its management are in possession of all facts relating to a co mpany’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
You may contact Inessa Kessman, Sta ff Accountant, at 202-551-3371 or Dean Suehiro, Staff Accountant, at 202-551-3384 if you have questions regarding comments on the financial statements and related matters. Plea se contact Jonathan Groff, Staff Attorney, at 202-551-3458 or me at 202-551-3810 with any other questions.
Sincerely,
/s/ Larry Spirgel Larry Spirgel
Assistant Director
cc: Via facsimile to (212) 558-3588
Trevor Ogle, Esq. Sullivan & Cromwell LLP
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May 9, 2011 Mr. Joshua W. Sapan President and Chief Executive Officer AMC Networks Inc. 11 Penn Plaza New York, NY 10001 Re: AMC Networks Inc. Amendment #2 to Form 10-12B Filed May 4, 2011 File No. 001-35106 Dear Mr. Sapan: We have reviewed your amended Form 10 a nd have the following comment. In our comment, we ask you to provide us with in formation so we may better understand your disclosure. Please respond to this letter by amendi ng your filing and by pr oviding the requested information. If you do not believe our comment a pplies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your filing and the information you provide in response to our comment, we ma y have additional comments. Executive Compensation, page 95 Performance Awards, page 98 1. We note that Mr. Sapan was paid approxi mately $3.3 million in non-equity incentive plan compensation in 2010. We note th is amount was based upon performance in 2010 and the value of awards granted in 2008, earned at the end of 2010. Please tell us why disclosure of these past performan ce targets would result in competitive harm for Cablevision. We note that these target s have been derived from Cablevision’s confidential five-year strategi c plans; however, for past periods, it is not clear why disclosure could result in competitive harm since these targets would no longer be considered future targets. Mr. Joshua W. Sapan AMC Networks Inc. May 9, 2011 Page 2 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 the information the Securities Exchange Act of 1934 and all applicable Exchan ge Act rules require. Since the company and its management are in possession of all facts relating to a co mpany’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. You may contact Inessa Kessman, Sta ff Accountant, at 202-551-3371 or Dean Suehiro, Staff Accountant, at 202-551-3384 if you have questions regarding comments on the financial statements and related matters. Plea se contact Jonathan Groff, Staff Attorney, at 202-551-3458 or me at 202-551-3810 with any other questions. Sincerely, /s/ Larry Spirgel Larry Spirgel Assistant Director cc: Via facsimile to (212) 558-3588 Trevor Ogle, Esq. Sullivan & Cromwell LLP