June 8, 2005
Mail Stop 0306
Richard K. Williams
President, Chief Executive Officer and Chief Technical Officer
Advanced Analogic Technologies Incorporated
830 East Arques Avenue
Sunnyvale, CA 94085
Re: Advanced Analogic Technologies Incorporated
Amendment No. 2 to Registration Statement on Form S-1
Filed June 3, 2005
File No. 333-123798
Dear Mr. Williams:
We have the following comments to your filing. Where
indicated, we think you should revise your document in response to
these comments. If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation. In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure. After
reviewing this information, we may or may not raise additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
General
1. Note that we may have additional comments when you include a
price
range and all price-related disclosure.
Graphics
2. Disclose on the applicable pages of the graphics that you do
not
manufacture the finished products depicted there.
Management`s Discussion and Analysis, page 25
3. Please revise the disclosure on pages 30 and 36 to explain in
more
detail the reference to "the implementation of [your]
international
structure" and the impact that this is expected to have on future
operations.
4. Please revise to clarify how you "reassessed" the valuations of
the common stock for options granted as discussed on pages 28 and
29
and whether this resulted in any additional compensation being
recorded.
Certain Relationships and Related Party Transactions, page 69
5. We note your response to comment 2. The disclosure on pages 69
and II-2 states that the warrants were issued in October, 2003.
The
disclosure on page F-15 states that the Board approved the
issuance
during the period ended December 31, 2002. Please reconcile the
disparity in the dates.
Financial Statements
Note 1. Business and Significant Accounting Policies, page F-7
6. Please revise to disclose the management representations
required
by Rule 3-03(d) of Regulation S-X.
Stock Options - Page F-14
7. We reference your response to our prior comment number 7.
Please
provide details of the preliminary pricing information based on
the
discussion of the pricing expectations with the underwriters in
the
first quarter of 2005 as indicated in the response.
8. Please update your Exhibit A to include all options issued
through
May 31, 2005.
Closing Comments
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 supplemental 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.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. 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 the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose 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 adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as defense in any
proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a 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.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Patrick Enunwaonye at (202) 551-3645 or in
his
absence, Brian Cascio at (202) 551-3676, if you have questions
regarding comments on the financial statements and related
matters.
Please contact Jay Mumford at (202) 551-3637 or me at (202) 551-
3800
with any other questions.
Sincerely,
Peggy Fisher
Assistant Director
cc: Mario M. Rosati, Esq.
Mark L. Reinstra, Esq.
Alexander D. Phillips, Esq.
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Richard K. Williams
Advanced Analogic Technologies Incorporated
June 8, 2005
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