SEC Comment Letter for TECOGEN INC. (TGEN) (CIK 0001537435) (TGEN) — Oct 16, 2012
TECOGEN INC. (TGEN) (CIK 0001537435)
Date: Oct. 16, 2012 · CIK: 0001537435 · Accession: 0000000000-12-057106
AI Filing Summary & Sentiment
Reasoning
Referenced dates: August 2, 2012, August 2, 2012
Letter
October 16 , 2012 Via E -mail John N. Hatsopoulos Chief Executive Officer Tecogen Inc. 45 First Avenue Waltham, MA 02451
Re: Tecogen Inc. Amendment No. 3 to Registration Statement on Form S -1 Filed October 2 , 2012 File No. 333 -178697
Dear Mr. Hatsopoulos :
We have reviewed your response letter and the above -referenced filing, and have the following comments.
Amendment No. 3 to Registration Statement on Form S -1
Business, page 26
Tecogen’s Strategy for Growth, page 29
1. We note your response to comment six of our letter dated August 2, 2012. It appears that your estimate of the total growth of new CHP in the U.S., assumes that the projected penetration of new CHP in the U. S. will be the same as the projected penetration of new CHP in California. Please advise us why you believe that the growth rates will be similar and revise your disclosure accordingly.
2. We note your response to comment nine of our letter dated August 2, 2012. Based on our review of the materials you provided to us supplementally, it appears that the title of the third column in Table 1 on page 30 should be “1 -4.9” and not “1 -14.9.” Please revise accordingly.
Contribution to Revenue, page 37
3. We note y our revisions in response to comment 11 of our letter dated August 2, 2012. Please also disclose that you have sold only one Ilios water heater and have five in production in your Prospectus Summary and Business section where you discuss your products and elsewhere in your prospectus as appropriate
John N. Hatsopoulos Tecogen Inc. October 16, 2012 Page 2
As appropriate, please amend your registration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
You may contact Mindy Hooker , Staff Accou ntant, at 202 -551-3732, or Jeanne Baker , Staff Accountant , at 202 -551-3691 if you have questions regarding comments on the financial statements and related matters. Please contact Erin Jaskot, Staff Attorney, at 202-551-3442, or Craig Slivka , Special Counsel, at 202-551-3729 with any other questions.
Sincerely,
/s/ Craig E. Slivka, for
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October 16 , 2012 Via E -mail John N. Hatsopoulos Chief Executive Officer Tecogen Inc. 45 First Avenue Waltham, MA 02451 Re: Tecogen Inc. Amendment No. 3 to Registration Statement on Form S -1 Filed October 2 , 2012 File No. 333 -178697 Dear Mr. Hatsopoulos : We have reviewed your response letter and the above -referenced filing, and have the following comments. Amendment No. 3 to Registration Statement on Form S -1 Business, page 26 Tecogen’s Strategy for Growth, page 29 1. We note your response to comment six of our letter dated August 2, 2012. It appears that your estimate of the total growth of new CHP in the U.S., assumes that the projected penetration of new CHP in the U. S. will be the same as the projected penetration of new CHP in California. Please advise us why you believe that the growth rates will be similar and revise your disclosure accordingly. 2. We note your response to comment nine of our letter dated August 2, 2012. Based on our review of the materials you provided to us supplementally, it appears that the title of the third column in Table 1 on page 30 should be “1 -4.9” and not “1 -14.9.” Please revise accordingly. Contribution to Revenue, page 37 3. We note y our revisions in response to comment 11 of our letter dated August 2, 2012. Please also disclose that you have sold only one Ilios water heater and have five in production in your Prospectus Summary and Business section where you discuss your products and elsewhere in your prospectus as appropriate John N. Hatsopoulos Tecogen Inc. October 16, 2012 Page 2 As appropriate, please amend your registration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments. You may contact Mindy Hooker , Staff Accou ntant, at 202 -551-3732, or Jeanne Baker , Staff Accountant , at 202 -551-3691 if you have questions regarding comments on the financial statements and related matters. Please contact Erin Jaskot, Staff Attorney, at 202-551-3442, or Craig Slivka , Special Counsel, at 202-551-3729 with any other questions. Sincerely, /s/ Craig E. Slivka, for Pamela A. Long Assistant Director cc: Kristen A. Young , Esq. ( via E-mail) Sullivan & Worcester LLP