SecProbe.io

Filing text and metadata
Intelligence Terminal Search Probe Scores Topics IPO Watchlist Monthly Activity About API

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

Offering / Registration Process Financial Reporting Regulatory Compliance

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

Date
November 29, 2012
Author
/s/ Michael R. Clampitt
Form
UPLOAD
Company
FIRST BUSINESS FINANCIAL SERVICES, INC. (FBIZ) (CIK 0001521951)

Letter

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

Show Raw Text
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