SEC Comment Letter for FIRST BUSINESS FINANCIAL SERVICES, INC. (FBIZ) (CIK 0001521951) (FBIZ) — Nov 29, 2012
FIRST BUSINESS FINANCIAL SERVICES, INC. (FBIZ) (CIK 0001521951)
Date: Nov. 29, 2012 · CIK: 0001521951 · Accession: 0000000000-12-064513
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November 29, 2012 Via E -mail Corey A. Chambas President and Chief Executive Officer First Business Financial Services, Inc . 401 Charmany Drive Madison, Wisconsin 53719 Re: First Business Financial Services, I nc. Registration Statement on Form S -1/A Filed November 27 , 2012 File No. 333 -184690 Dear Mr. Chambas : We have reviewed your registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our comments apply to your facts and circums tances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Prospectus Cover Page 1. Revise the first paragraph to disclose that this is the company’s first registered public offering. Alternately, indicate in the first paragraph of the Summary. 2. Revise to name the lead underwriter. See Item 501(b)(8) of Regulation S-K. Prospectus Summary , page 1 3. Revise to disclose whether officers and directors currently intend to purchase shares in the offering, and, if so, will they maintain their 16% stake. If it is expected their combined stake will be increased or decreased, so state. First Business Financial Services, Inc . Corey A. Chambas November 29, 2012 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 Act of 193 3 and all applicable Securities Act rules require. 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. Notwithstanding our comments, in the event you request acceleration of the effective date of the pending regist ration statement please provide a written statement from the company acknowledging that: should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclos e the Commission from taking any action with respect to the filing; the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the ad equacy and accuracy of the disclosure in the filing; and the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the Unit ed States. Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Jessica Livingston at 202-551-3448 or me at 202-551-3434 with any other questions. Sincerely, /s/ Michael R. Clampitt Michael Clampitt Senior Counsel