February 15, 2006
Mail Stop 6010
Leonard Foxman
Chief Executive Officer and President
Eagle Test Systems, Inc.
2200 Millbrook Drive
Buffalo Grove, Illinois 60089
Re: Eagle Test Systems, Inc.
Amendments No. 2 and No. 3 to Registration Statement on Form
S-1
Filed February 7, 2006 and February 13, 2006
File No. 333-130521
Dear Mr. Foxman:
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
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 any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Net Revenue, page 36
1. We note your response to comment 12 regarding the proportional
effect from the industry downturn. Please identify the revisions
you
have made in response to this comment.
Management Rights Agreement, page 69
2. We note your response to our comment 12. Per Instruction 2 to
Item 601 of Regulation S-K, please either include in Exhibit 10.25
a
schedule setting forth the material details in which each of the
executed documents differ from the exhibit or confirm in your
response letter that no such differences exist.
Principal and Selling Stockholders, page 72
3. We note your response to our comment 15 and your revised
disclosure. Please disclose in the footnotes how the voting and
investment control is allocated for shares held by your Employee
Stock Ownership Plan and how such control would change after the
offering.
Exhibit 5.1
4. We note your response to comment 19. We note the assumption
regarding the filing of the certificate of incorporation in
Delaware.
It is unclear why that filing will not be complete prior to your
filing of your opinion of counsel. Also, we note your additional
disclosure on page 5 regarding the filing of the second amended
and
restated certificate of incorporation prior to completion of the
offering, rather than effectiveness. Please explain to us in
detail
your reasons for a second amended and restated certificate of
incorporation and your anticipated timing for such filing.
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 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 Act
of
1933 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.
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 staff comments and the declaration
of
effectiveness 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 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 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 Dennis Hult at (202) 551-3618 or in his
absence, Gary Todd at (202) 551-3605 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) 551-3444 with
any other questions.
Sincerely,
Perry Hindin
Special Counsel
cc: John R. LeClaire, Esq.
Martin Carmichael III, Esq.
Michael Turner, Esq.