Mail Stop 7010
November 1, 2005
Via U.S. mail and facsimile
Dean L. Cash, President and Chief Executive Officer
ATEL Capital Equipment Fund VIII, LLC
600 California Street, 6th Floor
San Francisco, CA 94108
RE: Form 10-K for the fiscal year ended December 31, 2004
Forms 10-Q for the fiscal quarters ended March 31, 2005 and June
30,
2005
File No. 0-33103
Dear Mr. Cash:
We have reviewed these filings and have the following
comment. Where indicated, we think you should revise your
document
in response to this comment. 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 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 10-K for the Fiscal Year Ended December 31, 2004
Notes to Financial Statements
6. Related party transactions, page 27
1. You disclosed that during the fiscal quarter ended March 31,
2003
you recorded an additional $742,000 in interest expense related to
the acquisition of an asset that was acquired on your behalf by an
affiliated company for which you were under billed. You also
disclosed that this was not material to the period in which it
should
have been recorded, or to the year ended December 31, 2003.
However,
the correction of this error appears to have decreased your net
loss
during the fiscal quarter ended March 31, 2003 by 22.0% and
decreased
your net loss during the fiscal year ended December 31, 2003 by
10.0%. It also appears to have decreased your net loss per
limited
liability company unit by approximately 30.0% for the fiscal
quarter
ended March 31, 2003 and 21.0% for the fiscal year ended December
31,
2003. Based on this, please tell us how you determined the
correction of this error did not have a material effect on the
financial statements for the periods mentioned above, as disclosed
in
your Form 10-K for the fiscal year ended December 31, 2004.
Please
address in your response how you considered the guidance in SAB 99
in
determining that the correction of this error did not have a
material
effect on your financial statements. Please also tell us what
consideration you gave to the guidance in paragraphs 36 and 37 of
APB
20. In addition, please tell us which fiscal quarter the
correction
of this error should have been recorded in.
* * * *
As appropriate, please amend your filing and respond to this
comment 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 amendment that keys your responses to our comment and
provides any requested 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 amendment and responses
to
our comment.
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 Meagan Caldwell, Staff Accountant, at (202) 551-
3754
or, in her absence, to the undersigned at (202) 551-3769.
Sincerely,
Rufus Decker
Accounting Branch Chief
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Dean L. Cash
ATEL Capital Equipment Fund VIII, LLC
November 1, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE