Mail Stop 7010
September 26, 2005
Via U.S. mail and facsimile
Mr. Pasquale Natuzzi
Chief Executive Officer, Natuzzi S.p.A.
Via Iazzitiello 47
70029 Santeramo, Italy
RE: Form 20-F for the fiscal year ended December 31, 2004
File No. 1-11854
Dear Mr. Natuzzi:
We have reviewed this filing and have the following
comments. If you disagree with a comment, 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.
FORM 20-F FOR THE YEAR ENDED DECEMBER 31, 2004
General
1. Where a comment below requests additional disclosures or other
revisions to be made, please show us in your supplemental response
what the revisions will look like. Some of our comments refer to
US
GAAP literature. If your accounting under Italian GAAP differs
from
your accounting under US GAAP, please also show us the additional
disclosures that will be included in your US GAAP reconciliation
footnote. These revisions should be included in your future
filings.
Contractual Obligations and Commitments, page 32
2. Please revise your table of contractual obligations to include
the
following:
* Estimated interest payments on your debt;
* Estimated payments under interest rate swap agreements; and
* Planned funding of pension and other postretirement benefit
obligations.
Because the table is aimed at increasing transparency of cash
flow,
we believe these payments should be included in the table. Please
also disclose any assumptions you made to derive these amounts.
Item 15. Controls and Procedures, page 65
3. We note your disclosure that "the Chief Executive Officer and
Chief Financial Officer concluded that the disclosure controls and
procedures as of December 31, 2004 were effective to provide
reasonable assurance that information required to be disclosed in
the
reports the Company files and submits under the Exchange Act is
recorded, processed, summarized and reported as and when
required."
Revise to clarify, if true, that your officers concluded that your
disclosure controls and procedures are also effective to ensure
that
information required to be disclosed in the reports that you file
or
submit under the Exchange Act is accumulated and communicated to
your
management, including your chief executive officer and chief
financial officer, to allow timely decisions regarding required
disclosure. See Exchange Act Rules 13(a)-15(e) and 15(d)-15(e).
Financial Statements
Note 3. Summary of Significant Accounting Policies
m). Government Grants, page F-14
4. You state that capital grants are recognized in the
consolidated
statement of earnings as revenue based on a systematic basis over
the
useful life of the related asset. Please disclose the amount of
capital grant income recorded in revenue for each period presented
and help us understand why your presentation of these amounts as
revenue is not discussed in Note 27.
o). Net Sales, page F-15
5. You state that revenues are recorded net of returns, warranties
and discounts. Please disclose the amount of warranty costs
recorded
for each period presented and help us understand why your
presentation of these amounts as a reduction of revenues is not
discussed in Note 27.
Note 14. Taxes on Income
6. In light of your history of reporting net earnings, please tell
us
how you determined it is appropriate to record a full valuation
allowance on your tax loss carryforwards as of December 31, 2004.
* * * *
Please respond to these comments within 10 business
days,
or tell us when you will provide us with a response. Please
provide
us with a supplemental response letter that keys your responses to
our comments and provides any requested supplemental information.
Detailed letters greatly facilitate our review. Please file your
supplemental response on EDGAR as a correspondence file. Please
understand that we may have additional comments after reviewing
your
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.
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 their 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.
If you have any questions regarding these comments, please
direct them to Marie Trimeloni, Staff Accountant, at (202) 551-
3734
or, in her absence, to Nudrat Salik, Review Accountant, at (202)
551-
3692.
Sincerely,
Rufus Decker
Accounting Branch Chief
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Mr. Pasquale Natuzzi
September 26, 2005
Page 3 of 3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE