SEC Comment Letter for AMC Networks Inc. (AMCX) (CIK 0001514991) (AMCX) — May 25, 2011
AMC Networks Inc. (AMCX) (CIK 0001514991)
Date: May 25, 2011 · CIK: 0001514991 · Accession: 0000000000-11-032636
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-35106
Referenced dates: May 9, 2011
Letter
May 25, 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 #3 to Form 10-12B Filed May 17, 2011 File No. 001-35106
Dear Mr. Sapan:
We have reviewed your amended Form 10 and have the following comment. Please respond to this letter by ame nding your filing. If you do not believe our comment applies to your facts and circumst ances 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 the below comment, we may have additional comments. Executive Compensation, page 104
Cablevision Elements of In-Service Compensation, page 105
Performance Awards, page 107
1. We note your response to comment one fr om our letter dated May 9, 2011 and are unable to agree. We note th at the performance award meas ures disclosed are material financial metrics for investors. Disclosu re of your performance targets for these measures after the historical numbers have been disclosed seems warranted by Item 402 of Regulation S-K. Much of the insight that you argue disclosure of these targets will afford constitutes important information for investors to fully evaluate material compensatory payments made under your resp ective incentive plans. In addition, your argument that competitors could use such information to evaluate your achievement of internal strategic goals c onflicts with your responsibility to discuss the company’s performance, including ma terial known trends and management
Mr. Joshua W. Sapan AMC Networks Inc. May 25, 2011 Page 2 strategies, in management’s discussion and analysis of financial condition and results of operation. Therefore, please amend your filing to specify the performance targets the Compensation Committee established for determining 2010 incentive compensation for both annual incentive awards as well as long-term incentive awards. Refer to Item 402(b)(2)(v) of Regulation S-K.
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 25, 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 #3 to Form 10-12B Filed May 17, 2011 File No. 001-35106 Dear Mr. Sapan: We have reviewed your amended Form 10 and have the following comment. Please respond to this letter by ame nding your filing. If you do not believe our comment applies to your facts and circumst ances 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 the below comment, we may have additional comments. Executive Compensation, page 104 Cablevision Elements of In-Service Compensation, page 105 Performance Awards, page 107 1. We note your response to comment one fr om our letter dated May 9, 2011 and are unable to agree. We note th at the performance award meas ures disclosed are material financial metrics for investors. Disclosu re of your performance targets for these measures after the historical numbers have been disclosed seems warranted by Item 402 of Regulation S-K. Much of the insight that you argue disclosure of these targets will afford constitutes important information for investors to fully evaluate material compensatory payments made under your resp ective incentive plans. In addition, your argument that competitors could use such information to evaluate your achievement of internal strategic goals c onflicts with your responsibility to discuss the company’s performance, including ma terial known trends and management Mr. Joshua W. Sapan AMC Networks Inc. May 25, 2011 Page 2 strategies, in management’s discussion and analysis of financial condition and results of operation. Therefore, please amend your filing to specify the performance targets the Compensation Committee established for determining 2010 incentive compensation for both annual incentive awards as well as long-term incentive awards. Refer to Item 402(b)(2)(v) of Regulation S-K. 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