[LATHAM & WATKINS LLP LETTERHEAD]
September 7, 2006
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Mail Stop 7010
Washington, D.C. 20549
Attention: | Pamela A. Long, Assistant Director Brigitte Lippmann Chris Edwards Nudrat Salik Rufus Decker |
- Re:
- Bare Escentuals, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed August 30, 2006
File No. 333-135484
Ladies and Gentlemen:
We are filing this supplemental letter on behalf of Bare Escentuals, Inc. ("Bare Escentuals" or the "Company") in connection with the above referenced filing. We are in receipt of the Staff's additional comments delivered by Mr. Decker and Ms. Salik to Mr. Gupta of our San Diego, California office on September 5, 2006 and during the telephonic discussion between the Staff and the Company which occurred on September 6, 2006. We are submitting this letter via EDGAR in accordance with the Staff's request, prior to the issuance of a formal comment letter from the Staff in response to the Company's filing of Amendment No. 2 to Registration Statement on Form S-1. Courtesy copies of this letter are being submitted to the Staff by hand delivery.
The table below presents the revised deemed fair value of the Company's common stock for financial statement purposes for each stock option grant or issuance of common stock between October 7, 2005 and July 2006 resulting from adjustment of the marketability discount at the time of the Company's valuations in January 2006 and April 2006 and then applying a straight-line increase between each of the valuations. These deemed fair values serve as the basis for determining Bare
Escentuals' stock-based compensation to be reported in the Company's financial statements for fiscal year 2006 and for future fiscal years.
Date | Reason for issuance | Number of shares (including shares underlying options) | Exercise / Issuance Price per Share | Deemed Fair Value per Share | Consideration Received (If applicable) | |||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
10/07/05 | Contemporaneous valuation — October 2005 recapitalization — post dividend | N/A | N/A | $ | 5.42 | N/A | ||||||
12/13/05 | Employee option grants — including 246,764 "make whole" options following the October 2005 recapitalization | 301,764 | $ | 5.42 | $ | 9.72 | N/A | |||||
12/13/05 | Common stock issuance in lieu of cash transaction fees payable to Berkshire Partners LLC and JH Partners, LLC | 72,976 | $ | 5.42 | $ | 9.72 | Services | |||||
12/20/05 | Employee option grants | 15,000 | $ | 5.42 | $ | 10.17 | N/A | |||||
01/06/06 | Contemporaneous valuation | N/A | N/A | $ | 11.26* | N/A | ||||||
02/01/06 | Employee option grants | 20,000 | $ | 7.88 | $ | 12.34 | N/A | |||||
03/06/06 | Employee option grants | 35,000 | $ | 7.88 | $ | 13.71 | N/A | |||||
03/21/06 | Employee option grants | 155,000 | $ | 7.88 | $ | 14.33 | N/A | |||||
03/31/06 | Employee option grants | 20,000 | $ | 7.88 | $ | 14.75 | N/A | |||||
04/02/06 | Contemporaneous valuation | N/A | N/A | $ | 14.87* | N/A | ||||||
05/31/06 | Option grant | 537,500 | $ | 12.64 | $ | 19.58 | N/A | |||||
06/06/06 | Sale of common stock to director | 23,734 | $ | 12.64 | $ | 20.15 | Cash | |||||
06/07/06 | Contemporaneous valuation — June 2006 recapitalization — pre dividend | N/A | N/A | $ | 20.15 | N/A | ||||||
06/07/06 | Contemporaneous valuation — June 2006 recapitalization — post dividend | N/A | N/A | $ | 13.30 | N/A | ||||||
06/21/06 | Common stock issuance in lieu of cash transaction fees payable to Berkshire Partners LLC and JH Partners, LLC | 136,030 | $ | 13.30 | $ | 15.64 | Services | |||||
06/30/06 | Employee option grants — "make whole" options following the June 2006 recapitalization | 440,779 | $ | 13.30 | $ | 17.15 | N/A | |||||
07/05/06 | Employee option grants | 149,650 | $ | 13.30 | $ | 17.98 | N/A | |||||
07/10/06 | Employee option grants | 20,000 | $ | 13.30 | $ | 18.82 | N/A |
- *
- Reflects adjustment of the marketability discount.
The Company intends to update the disclosure in the next filing of an amendment to its Registration Statement on Form S-1 to reflect these revised deemed fair values.
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Any comments or questions regarding the foregoing should be directed to the undersigned at (858) 523-5433. Thank you in advance for your cooperation in connection with this matter.
Very truly yours, | |
/s/ DIVAKAR GUPTA | |
Divakar Gupta of LATHAM & WATKINS LLP |
Enclosures
- cc:
- Myles B. McCormick, Bare Escentuals, Inc.
Robert A. Koenig, Latham & Watkins LLP
Robert E. Burwell, Latham & Watkins LLP
Kevin P. Kennedy, Simpson Thacher & Bartlett LLP
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