SEC Company Response from TECOGEN INC. (TGEN) (CIK 0001537435) (TGEN) — Jun 16, 2014
TECOGEN INC. (TGEN) (CIK 0001537435)
Date: June 16, 2014 · CIK: 0001537435 · Accession: 0001537435-14-000045
AI Filing Summary & Sentiment
File numbers found in text: 333-193791
Letter
Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Re: Tecogen Inc. (the “Company”) Registration Statement on Form S-1 Filed February 6, 2014 - File No. 333-193791
Dear Ms. Long:
The purpose of this letter is to respond to your letter of February 27, 2014 regarding the above registration statement. For your convenience, your original comments appear in bold text, followed by our response. We are concurrently filing Amendment No. 1 to the Form S-1. The Registration Statement on Form S-1, originally filed on February 6, 2014 (File No. 333-193791), as amended, is referred to herein as the “Registration Statement”.
General
1.
To the extent applicable, please observe the updating requirements of Rule 8-08(b) of Regulation S-X.
We have observed the updating requirements of Rule 8-08(b) of Regulation S-X in the Registration Statement.
2.
We encourage you to file the legal opinion required by Item 601(b)(5) of Regulation S-K with your next amendment. Please be aware that we will need sufficient time to review the legal opinion prior to effectiveness of the registration statement.
We have filed the required legal opinion with Amendment No. 1.
Table of Contents
3.
Please revise your prospectus to remove the statement, “[t]he information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our Common Stock.” This statement may suggest to investors that you are not responsible for omissions of material facts necessary to make your statements not misleading at the time of sale or contract of sale. Information that is conveyed after the time of sale or contract of sale is not taken into account for purposes of section 12(a)(2) or 17(a)(2) of the Securities Act.
We have removed this statement.
Risk Factors, page 8
We could issue additional Common Stock, which might dilute the book value of our Common Stock, page 14
4.
Please briefly disclose the primary offering in this risk factor.
We closed the primary offering on May 20, 2014. We respectfully believe that the revised disclosure is no longer necessary.
Principal and Selling Shareholders, page 68
5.
Please provide a materially complete discussion of how the selling shareholders acquired the securities that you are registering on their behalf for resale. The background of the issuances to the selling shareholders and the nature of the arrangements, agreements, and relationships with the company should include, for each selling shareholder, a discussion of the date of the transaction in which the securities were sold, the amount of securities sold, the agreement(s) that evidence the sale and the instrument(s) that define the rights of the security holders.
Each of the selling shareholders acquired the shares eligible for resale pursuant to the transactions described in the “Principal and Selling Shareholders” section of the Registration Statement.
At the end of this response letter we have presented in consolidated tabular form a list of each selling shareholder, showing separately for each selling shareholder: each private placement transaction where that shareholder acquired company securities; the number of shares registered on behalf of that shareholder on the S-1; and, in notes, a description of the securities which were sold, if other than common stock and any relationship of that shareholder to the company or with another shareholder and any broker-dealer affiliations of the selling shareholders (see Exhibit A).
6.
Please disclose any position, office or other material relationship that any selling shareholder has had within the past three years with you or any of your predecessors or affiliates. Refer to Item 507 of Regulation S-K.
We have revised the Principal and Selling Shareholders section to disclose any position, office or other material relationship that any selling shareholder has had within the past three years with us or any of our predecessors or affiliates.
7.
For any selling shareholder that is not a natural person, please identify by footnote or otherwise the natural person or persons who exercise the sole or shared voting and/or dispositive powers with respect to the shares being offered for resale by the selling shareholder. The following is a non-exhaustive list of selling shareholders for which the requested information should be disclosed:
•
Michaelson Capital Special Finance Fund;
•
Citadel Industries, Inc.;
•
Holme Pierrepoint Fund II LP;
•
Bourquin Family Trust U/A/D 5-7-98;
•
Seville Enterprises LP;
•
Bard Micro-Cap Value Fund LP;
•
ALB Private Investments, LLC;
•
Michaelson Capital Special Finance Fund LP;
•
AEEL LLC; and
•
Prime World, Inc.
Refer to Question 140.02 of our Regulation S-K Compliance and Disclosure Interpretations.
We have revised our disclosure in the Principal and Selling Shareholders section and provided footnotes that identify for each selling shareholder that is not a natural person the natural person or persons who exercise the sole or shared voting and/or dispositive powers with respect to the shares being offered for resale by the selling shareholder.
* * *
The Company acknowledges that the Company and its management are responsible for the adequacy and accuracy of the disclosures they have made.
We appreciate your comments and welcome the opportunity to discuss with you our responses provided above. Please call me at (781) 466-6440 or our attorney, Edwin Miller of Sullivan & Worcester LLP in Boston, at (617) 338-2447 if you have any questions or require additional information.
Sincerely,
TECOGEN INC.
Show Raw Text
CORRESP 1 filename1.htm TGN-2014.06.13-Corres Cmt Ltr Rsp 2013 02 27 June 13, 2014 Via EDGAR Pamela A. Long, Assistant Director Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Re: Tecogen Inc. (the “Company”) Registration Statement on Form S-1 Filed February 6, 2014 - File No. 333-193791 Dear Ms. Long: The purpose of this letter is to respond to your letter of February 27, 2014 regarding the above registration statement. For your convenience, your original comments appear in bold text, followed by our response. We are concurrently filing Amendment No. 1 to the Form S-1. The Registration Statement on Form S-1, originally filed on February 6, 2014 (File No. 333-193791), as amended, is referred to herein as the “Registration Statement”. General 1. To the extent applicable, please observe the updating requirements of Rule 8-08(b) of Regulation S-X. We have observed the updating requirements of Rule 8-08(b) of Regulation S-X in the Registration Statement. 2. We encourage you to file the legal opinion required by Item 601(b)(5) of Regulation S-K with your next amendment. Please be aware that we will need sufficient time to review the legal opinion prior to effectiveness of the registration statement. We have filed the required legal opinion with Amendment No. 1. Table of Contents 3. Please revise your prospectus to remove the statement, “[t]he information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our Common Stock.” This statement may suggest to investors that you are not responsible for omissions of material facts necessary to make your statements not misleading at the time of sale or contract of sale. Information that is conveyed after the time of sale or contract of sale is not taken into account for purposes of section 12(a)(2) or 17(a)(2) of the Securities Act. We have removed this statement. Risk Factors, page 8 We could issue additional Common Stock, which might dilute the book value of our Common Stock, page 14 4. Please briefly disclose the primary offering in this risk factor. We closed the primary offering on May 20, 2014. We respectfully believe that the revised disclosure is no longer necessary. Principal and Selling Shareholders, page 68 5. Please provide a materially complete discussion of how the selling shareholders acquired the securities that you are registering on their behalf for resale. The background of the issuances to the selling shareholders and the nature of the arrangements, agreements, and relationships with the company should include, for each selling shareholder, a discussion of the date of the transaction in which the securities were sold, the amount of securities sold, the agreement(s) that evidence the sale and the instrument(s) that define the rights of the security holders. Each of the selling shareholders acquired the shares eligible for resale pursuant to the transactions described in the “Principal and Selling Shareholders” section of the Registration Statement. At the end of this response letter we have presented in consolidated tabular form a list of each selling shareholder, showing separately for each selling shareholder: each private placement transaction where that shareholder acquired company securities; the number of shares registered on behalf of that shareholder on the S-1; and, in notes, a description of the securities which were sold, if other than common stock and any relationship of that shareholder to the company or with another shareholder and any broker-dealer affiliations of the selling shareholders (see Exhibit A). 6. Please disclose any position, office or other material relationship that any selling shareholder has had within the past three years with you or any of your predecessors or affiliates. Refer to Item 507 of Regulation S-K. We have revised the Principal and Selling Shareholders section to disclose any position, office or other material relationship that any selling shareholder has had within the past three years with us or any of our predecessors or affiliates. 7. For any selling shareholder that is not a natural person, please identify by footnote or otherwise the natural person or persons who exercise the sole or shared voting and/or dispositive powers with respect to the shares being offered for resale by the selling shareholder. The following is a non-exhaustive list of selling shareholders for which the requested information should be disclosed: • Michaelson Capital Special Finance Fund; • Citadel Industries, Inc.; • Holme Pierrepoint Fund II LP; • Bourquin Family Trust U/A/D 5-7-98; • Seville Enterprises LP; • Bard Micro-Cap Value Fund LP; • ALB Private Investments, LLC; • Michaelson Capital Special Finance Fund LP; • AEEL LLC; and • Prime World, Inc. Refer to Question 140.02 of our Regulation S-K Compliance and Disclosure Interpretations. We have revised our disclosure in the Principal and Selling Shareholders section and provided footnotes that identify for each selling shareholder that is not a natural person the natural person or persons who exercise the sole or shared voting and/or dispositive powers with respect to the shares being offered for resale by the selling shareholder. * * * The Company acknowledges that the Company and its management are responsible for the adequacy and accuracy of the disclosures they have made. We appreciate your comments and welcome the opportunity to discuss with you our responses provided above. Please call me at (781) 466-6440 or our attorney, Edwin Miller of Sullivan & Worcester LLP in Boston, at (617) 338-2447 if you have any questions or require additional information. Sincerely, TECOGEN INC. /s/ Bonnie J. Brown By: Bonnie J. Brown Chief Financial Officer cc: Kamyar Daneshvar, Staff Attorney Craig Slivka, Special Counsel Exhibit A Selling Shareholders Date of Transaction Number of Shares Beneficially Owned Prior to this Offering and Being Offered Hereby Bruno Meier 10/16/2013 66,667 Ralph Wanger Trust (1) 11/6/2013 200,000 Isac Huberman 11/6/2013 11,111 Judith R. Blanton 11/6/2013 5,000 D. Roger B. Liddell Revocable Trust (2) 11/6/2013 20,000 Adam Boyd Sellers (3) 11/8/2013 5,000 Alexis Bard Johnson 11/8/2013 7,000 Anne H. Ross 11/8/2013 8,000 Carol Clark Coolidge Trust UAD 3-13-97 (4) 11/8/2013 7,000 Adam Boyd Sellers Irrevocable Trust DTD 12/19/12 (5) 11/8/2013 8,000 Christina D. Collier Living Trust UAD 12/23/03 (5) 11/8/2013 5,000 Citadel Industries Inc (6) 11/8/2013 5,000 Dale F. Snavely Trust UAD 3/30/93 (7) 11/8/2013 12,000 Deborah B. Dewing Trust UAD 6/1/99 (8) 11/8/2013 5,000 Christine Elizabeth Coolidge Revocable Living Trust UAD 12/9/02 (9) 11/8/2013 5,000 Elliot J. Steinbaum 11/8/2013 5,000 Greta Wiley Flory Trust UAD 3/2/04 (10) 11/8/2013 5,000 Gary R. Fairhead 11/8/2013 5,000 George M. Bard Jr 11/8/2013 5,000 Gordon K. Kapes 11/8/2013 12,000 Henry J. Underwood Trust U/A/D 6-25-02 (11) 11/8/2013 8,000 William K. Kellogg 2011 Trust DTD 1-4-11 FBO Keith W. Kellogg (11) 11/8/2013 5,000 William K. Kellogg 2011 Trust DTD 1-4-11 FBO Christopher A. Kellogg(11) 11/8/2013 5,000 Holme Pierrepont Fund II LP (12) 11/8/2013 5,000 J Scott Etzler 11/8/2013 5,000 Janet J. Underwood Trust UAD 6/25/02 (11) 11/8/2013 5,000 Jennifer Bard Trust U/A/D 6-30-05 (13) 11/8/2013 5,000 John Bard Manulis 11/8/2013 5,000 John James Vondran Revocable Trust UAD 1-24-11 (14) 11/8/2013 5,000 Bourquin Family Trust U/A/D 5-7-98 (15) 11/8/2013 8,000 Katherine Bard Dickson & Mark A Dickson JTWROS 11/8/2013 25,000 (1) Shares held by Ralph Wanger Trust were purchased under the control of Ralph Wanger. (2) Shares held by D. Roger B. Liddell Revocable Trust were purchased under the control of Roger Liddell. (3) Shares held by Adam Boyd Sellers were purchased under the control of Adam Boyd. (4) Shares held by Carol Clark Coolidge Trust were purchased under the control of Carol Clark. (5) Shares held by Adam Boyd Sellers Irrevocable Trust or Christina D. Collier Living Trust were purchased under the control of Christina Collier. (6) Shares held by Citadel Industries Inc. were purchased with the signatory authority of James Boddy. (7) Shares held by Dale F. Snavely Trust were purchased under the control of Dale F. Snavely. (8) Shares held by Deborah B. Dewing Trust were purchased under the control of Deborah B. Dewing. (9) Shares held by Christine Elizabeth Coolidge Revocable Living Trust were purchased under the control of Dexter Coolidge. (10) Shares held by Greta Wiley Flory Trust were purchased under the control of Greta Wiley Flory. (11) Shares held by Henry J. Underwood Trust, Janet J. Underwood Trust and the William K. Kellogg 2011 Trusts FBO Keith W. Kellogg and FBO Christopher A. Kellogg were purchased under the control of Henry Underwood. (12) Shares held by Holme Pierrepont Fund II LP were purchased under the control of Seth Pierrepont. (13) Shares held by Jennifer Bard Trust were purchased under the control of Jennifer Bard. (14) Shares held by John James Vondran Revocable Trust were purchased under the control of John Vondran. (15) Shares held by Bourquin Family Trust with the signatory authority of Kent Bourquin. Exhibit A Selling Shareholders (Continued) Date of Transaction Number of Shares Beneficially Owned Prior to this Offering and Being Offered Hereby Laurie M. Harmon Trust U/A/D 9-12-96 (1) 11/8/2013 5,000 Leonard M. Herman Trust UAD 5/3/93 (2) 11/8/2013 12,000 M Edward Sellers & Suzan D Boyd JTWROS 11/8/2013 25,000 Marcia E. Cremin Revocable Trust U/A/D 3-1-06 (3) 11/8/2013 5,000 Marshall I. Steinbaum 11/8/2013 5,000 Marvin J. Pollack 11/8/2013 5,000 Mary M. Schwartz Trust U/A/D 9-5-06 (4) 11/8/2013 8,000 Matthew Moog 11/8/2013 5,000 Michael D. Watt Trust U/A/D 3-15-12 (5) 11/8/2013 5,000 R. Stuyvesant Pierrepont Jr 1932 Trust (6) 11/8/2013 5,000 Steinbaum Family Trust U/W Paul S. Steinbaum (7) 11/8/2013 8,000 Catherine Konner Trust U/W C. Konner FBO H Garfinkle (7) 11/8/2013 5,000 Robert E. Logan Jr 11/8/2013 5,600 Consuelo Diane Pierrepont Irrevocable Trust DTD 2/3/99 (6) 11/8/2013 5,000 Nathalie Rutherford Pierrepont Irrevocable Trust DTD 2/12/03 (6) 11/8/2013 5,000 Seth Low Pierrepont, Jr Irrevocable Trust DTD 4/15/01 (6) 11/8/2013 5,000 Seville Enterprises LP (8) 11/8/2013 5,000 Stuart S. Carey 11/8/2013 5,000 Susan W. McMillan Trust U/A/D 10-10-71 (9) 11/8/2013 5,000 Suzanne R. Davis 11/8/2013 5,000 T Michael Johnson & Patricia R Johnson JTWROS 11/8/2013 5,000 Tom Kenworthy & Nancy Kenworth JTWROS 11/8/2013 5,000 William G. Escamilla Revocable Trust DTD 7/29/03 (10) 11/8/2013 5,000 William K. Kellogg Trust U/A/D 7-24-92 (11) 11/8/2013 25,000 Sidney N. Herman 11/8/2013 25,000 Anne R. Brown Irrevocable Trust UAD 3-30-90 (12) 11/8/2013 8,000 Timothy B. Johnson 11/8/2013 25,000 Bard Micro-Cap Value Fund LP (13) 11/8/2013 25,000 Mary A. Heatter Trust UAD 6/28/04 (14) 11/8/2013 5,000 Mary Elizabeth McAvoy Trust UAD 9-5-84 (15) 11/19/2013 2,500 Marc Edwin Nicholson 11/19/2013 4,000 (1) Shares held by Laurie M. Harmon Trust were purchased under the control of Laurie M. Harmon. (2) Shares held by Leonard M. Herman Trust were purchased under the control of Leonard M. Herman. (3) Shares held by Marcia E. Cremin Revocable Trust were purchased under the control of Marcia E. Cremin. (4) Shares held by Mary M. Schwartz Trust were purchased under the control of Mary M. Schwartz. (5) Shares held by Michael D. Watt Trust were purchased under the control of Michael D. Watt. (6) Shares held by R. Stuyvesant Pierrepont Jr 1932 Trust, Consuelo Diane Pierrepont Irrevocable Trust, Nathalie Rutherford Pierrepont Irrevocable Trust, and Seth Low Pierrepont, Jr Irrevocable Trust were purchased under the control of Seth Pierrepont. (7) Shares held by Steinbaum Family Trust and Catherine Konner Trust were purchased under the control of Robert Steinbaum. (8) Shares held by Seville Enterprises LP were purchased under the signatory authority of Marvin Pollack. (9) Shares held by Susan W. McMillan Trust were purchased under the control of Susan W. McMillan. (10) Shares held by William G. Escamilla Revocable Trust were purchased under the control of William G. Escamilla. (11) Shares held by William K. Kellogg Trust were purchased under the control of William K. Kellogg. (12) Shares held by Anne R. Brown Irrevocable Trust were purchased under the control of Anne R. Brown. (13) Shares held by Bard Micro-Cap Value Fund LP were purchased under the signatory authority of Timothy B. Johnson. (14) Shares held by Mary A. Heatter Trust were purchased under the control of Mary A. Heatter. (15) Shares held by Mary Elizabeth McAvoy Trust were purchased under the control of Mary Elizabeth McAvoy. Exhibit A Selling Shareholders (Continued) Date of Transaction Number of Shares Beneficially Owned Prior to this Offering and Being Offered Hereby Rosemary Steinbaum 11/19/2013 5,000 Robert S. Steinbaum 11/19/2013 5,000 Julien D. LeBourgeois 11/19/2013 2,500 Anthony B. Low-Beer 11/25/2013 27,500 Helen R. Esposito 11/25/2013 15,000 John F. Kohn 11/25/2013 10,000 Phylis M. Esposito 11/25/2013 60,000 Maida Chicon 11/25/2013 10,000 Cynthia A. Kohn 11/25/2013 15,000 ALB Private Investments, LLC (1) 11/25/2013 26,250 Edward Nersessian Profit Sharing Plan E. Nersessian MD & M Luallen-Nersessian PHD TTEES (2) 11/25/2013 15,000 John R. Low-Beer 11/25/2013 15,000 IRA FBO Norman S. Heyman Pershing LLC as Custodian (3) 11/27/2013 14,400 Thomas M. Gehret 12/2/2013 1,250 Sarah E. Gehret 12/2/2013 1,250 J Edward Diamond 12/16/2013 3,000 Kurt A. Dasse 12/18/2013 14,866 Patricia Hatsopoulos(4) 12/19/2013 100 Michaelson Capital Special Finance Fund LP (shares owned) (5) 12/23/2013 444,445 Michaelson Capital Special Finance Fund LP (shares issuable on conversion of convertible debt)(5) 12/23/2013 555,556 Torrey B.W. Liddell Revocable Trust (6) 12/23/2013 7,800 AEEL LLC (6) 12/23/2013 6,700 Robert Prosser 12/23/2013 2,250 Jeb S. Armstrong 12/23/2013 1,700 Donald B. Brant Jr. 12/23/2013 5,600 Eleanor H. Bishop Revocable Trust (7) 12/23/2013 6,000 Catherine S. Woolston SEP IRA 12/24/2013 2,250 Mark Sherrid IRA 12/24/2013 1,000 George Michael Gehret 12/24/2013 450 Prime World, Inc. (8) 12/30/2013 1,000 Dorothy Heyman 1/7/2014 1,000 John H. Jephson (9) 1/10/2014 100 Yiannis Monovoukas, Ph.D. 1/15/2014 100 Craig A. Drill 1/17/2014 100 Monica K. Drill, MD 1/17/2014 100 (1) Shares held by ALB Private Investments were purchased the signatory authority of Anthony Low-Beer, a registered broker dealer. (2) Shares held by Edward Nersessian Profit Sharing Plan were purchased under the control of Edward Nersessian and Nancy Nelson. (3) Shares held by IRA FBO Norman S. Heyman Pershing LLC were purchased under the control of Norman S. Heyman. (4) Shares held by Patricia L. Hatsopoulos, insider and Chief Executive Officer John N. Hatsopoulos’s spouse. (5) Shares held by a 5% shareholder listed in the 5% holders table and controlled by John C. Michaelson. (6) Shares held by Torrey B. W. Liddell Revocable Trust and AEEL LLC were purchased under the control and signature authority of Roger Liddell. (7) Shares held by Eleanor H. Bishop Revocable Trust were purchased under the control of Eleanor H. Bishop.