Mail Stop 6010
July 1, 2005
VIA U.S. MAIL AND FAX (315) 434-2503
Mr. Peter G. Maier
Vice President and Chief Financial Officer
Inficon Holding AG
Two Technology Place
East Syracuse, New York 13057
Re: Inficon Holding AG
Form 20-F for the year ended December 31, 2004
Dear Mr. Maier:
We have reviewed your filing and have the following
comments.
We have limited our review to matters related to the issues raised
in
our comments. Where indicated, we think you should revise your
documents in future filings 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 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 comment or on any other
aspects
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 20-F for the year ended December 31, 2004
Consolidated Financial Statements, page F-1
Note 6. Other Income, page F-15
1. We see in April 2004 you became aware you owned 22,793 shares
of
Prudential Financial, Inc. (Prudential) stock resulting from
Prudential`s conversion from a mutual company to a public stock
company in the fourth quarter of 2001. We also note that you
recorded the value of the Prudential stock and related income in
the
current period, which is the period in which you became aware of
the
shares. Please tell us why you believe this accounting treatment
is
proper and why you do not believe a restatement of previously
filed
financial statements is appropriate. Provide us with a SAB 99
analysis of the impact on your financial statements of not
restating
your financial statements to account for the transactions in the
periods they occurred and of retroactively accounting for this
transaction. We may have further comments after reviewing your
response.
Item 15. Controls and Procedures
2. Please amend your filing to disclose management`s conclusion
regarding the effectiveness of your disclosure controls and
procedures as of the end of the period covered by the annual
report.
Refer to Item 307 of Regulation S-K and Part III.F of Management`s
Reports on Internal Control Over Financial Reporting and
Certification of Disclosure in Exchange Act Periodic Reports,
Release
No. 33-8238, available on our website at
www.sec.gov/rules/final/33-
8238.htm.
3. In addition, please revise your filing to also disclose whether
there was any change in your internal control over financial
reporting that occurred during the fourth quarter that has
materially
affected or is reasonably likely to materially affect your
internal
control over financial reporting, as required by Item 308(c) of
Regulation S-K as amended effective August 13, 2003.
Exhibit 31. Certifications of Chief Executive Officer and Chief
Financial Officer
4. We note that the certifications filed as Exhibits 31.1 and 31.2
were not in the proper form. The required certifications must be
in
the exact form prescribed; the wording of the required
certifications
may not be changed in any respect, except for the modifications
temporarily permitted to be made to the fourth paragraph of the
certification required to be filed as Exhibit 31.1 pursuant to
Part
III.E of Release No. 8238. Accordingly, please file an amendment
to
your Form 20-F that includes the entire filing together with the
certifications of each of your current CEO and CFO in the form
currently set forth in Item 601(b)(31) of Regulation S-K.
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the
amendment to expedite our review. Please furnish a cover letter
with
your response 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.
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 all information required under the Securities and
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment 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.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that
* The company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* Staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* The company may not assert staff comments as a 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 our review of your filing or in
response to our comments on your filing.
You may contact Julie Sherman, Staff Accountant, at (202)
551-
3640, or me at (202) 551-3603 if you have questions regarding
these
comments. In this regard, do not hesitate to contact Angela
Crane,
Accounting Branch Chief , at (202) 551-3554.
Sincerely,
Jay Webb
Reviewing Accountant
Mr. Peter G. Maier
Inficon Holding AG
July 1, 2005
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