MAIL STOP 3561
December 12, 2005
Jonathan J. Ledecky
President
Endeavor Acquisition Corp.
180 Madison Avenue, Suite 2305
New York, New York 10016
RE: Endeavor Acquisition Corp.
Amendment 2 to Registration Statement on Form S-1
Filed November 29, 2005
File No. 333-128440
Dear Mr. Ledecky:
We have reviewed your filing and have the following
comments.
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.
Management, page 35
1. The consent of Richard Roberts should be filed in acccordance
with Rule 438 of Regulation C.
Principal Stockholders, page 42
2. We note that your executive officers have committed to place
limit
orders on warrants at a price of $.80 per warrant for the first
three
month period after separate trading, $0.90 per warrant during the
second three month period and at a price of $1.00 per warrant
thereafter until December 2006. Please clarify this arrangement
in
greater detail, such as the amount of warrants the executive
officers
are committed to for each of the period.
Certain Transactions, page 44
3. Mr. Ledecky and Tower Trust transferred 20,000 shares of common
stock to Richard Y. Roberts. Please disclose in this section Mr.
Roberts relationship to Endeavor and the nature of his interest
and
the amount of such interest, i.e., the value of the shares he
received.
Underwriting, page 50
4. We understand that you have granted Ladenburg Thalmann the
right
to have an observer present at all meetings of the board of
directors
for a period of two years. Please explain the purpose of having a
designee that will be able to attend all board meetings and
receive
non-public communications of the company and how this complies
with
Rule 10b5-1.
Financial Statements
Notes to Financial Statements
Note 2 - Proposed Public Offering, F-8
5. We noted your revised disclosure relating to the estimated fair
value UPO; however, it is unclear how you determined an expected
life
assumption of 30 days is appropriate. Please note, the use of an
expected term assumption shorter than the contractual term would
not
be appropriate in estimating fair value. Accordingly, please
revise
your estimate of the expected life to use the maximum contractual
term of the UPO. Refer to footnote 7 of SAB 107.
Other Regulatory
6. Please note the updating requirements of Article 3 of
Regulation
S-X and provide a currently dated consent with any amendment to
the
registration statement.
Part II
Recent Sales of Unregistered Securities, page II-4
7. Please disclose the offering price of the securities to Mr.
Roberts, or if securities were sold other than for cash, describe
the
transaction and the type and amount of consideration received by
Endeavor.
8. Please provide the section of the Securities Act or the rule of
the Commission under which you claim exemption from registration
and
the facts relied upon to make the exemption available.
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 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 Angela Halac at (202) 551-3398 or Hugh West
at
(202) 551- 3872 if you have questions regarding comments on the
financial statements and related matters. Questions on other
disclosure issues may be directed to H. Yuna Peng at (202) 551-
3391,
or Donald Rinehart, who supervised the review of your filing, at
(202) 551-3235.
Sincerely,
John Reynolds
Assistant Director
cc: David Alan Miller, Esq. (by facsimile)
212-818-8881
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Jonathan J. Ledecky
Endeavor Acquisition Corp.
December 12, 2005
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