Mail Stop 7010
March 13, 2006
Richard H. Irving, III, Esq.
Senior Vice President, General Counsel and Secretary
Blount International, Inc.
4909 SE International Way
Portland, Oregon 97222-4679
Re: Blount International, Inc.
Registration Statement on Form S-3
Filed on February 24, 2006
File No. 333-132024
Dear Mr. Irving:
We have limited our review of your filing to those issues we
have addressed on our comments. Where indicated, we think you
should
revise your documents 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 on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
General
1. Please tell us the aggregate market value of the voting and
non-
voting common equity held by non-affiliates on the date that you
filed the Form S-3. In this respect, we note that according your
2005 10-K, this amount was approximately $652 million, but that
according your 2004 10-K, the amount was approximately $55
million.
We also note that you filed a Form S-3 in December 2004. Please
advise.
2. Supplementally confirm to us that Blount, Inc. meets the
registrant requirements for the unallocated shelf procedure on
Form
S-3. Further, please explain the basis for your position.
Assuming
that Blount, Inc. is eligible to use Form S-3, the amount of
securities registered should be allocated between the two issuers.
In addition, the table and footnotes should be revised to indicate
the amount of securities to be issued by each registrant. In the
event that Blount, Inc. is eligible to use general instruction
I.B.2
but is not eligible to use general instruction I.B.1, the table
should reflect that Blount, Inc. will only be issuing non-
convertible
investment grade securities. In addition, the prospectus should
be
revised throughout to reflect the securities being issued by each
registrant.
3. It appears from the fee table that you are registering warrants
for resale. Please describe these outstanding warrants in the
prospectus. Note that if warrants can be converted within a year,
we
view the underlying debt securities or shares as being the subject
of
an offer that must be registered or made pursuant to an exemption.
Please advise. File any warrant agreements as exhibits.
4. We note that there were several takedowns under your previous
shelf registration statement. With respect to the most recent
takedown in June 2005, please provide us your analysis of why the
underwriting agreement was not filed as a material agreement under
established standards of materiality and with reference to
Instruction 1 to Item 1.01 of Form 8-K. Also explain why you did
not
file a legal opinion with each takedown.
In this respect, please confirm to us that you will file an
unqualified legal opinion, either in post-effective amendment or
in a
Form 8-K, for each takedown. See Telephone Interp. D.11 (July
1997)
on this matter, which is publicly available on our website. Also
file
the underwriting agreement for any underwritten offerings if it
represents a material agreement.
5. Please note that it may be appropriate to include risk factors
in
your takedown supplements on issues specific to the securities
such
as the lack of an intention to list the debt securities on any
trading market.
6. The officers of Blount, Inc. should sign the registration
statement as an additional registrant. In addition, Blount, Inc.
should also file separately the Form S-3 on EDGAR as an additional
registrant.
Registration Cover Page
7. In footnote (4), clarify whether you are using Rule 429 to
combine
the previous shelf registration statement or if you are merely
carrying forward the filing fee.
8. We note disclosure on page 7 that debt securities may be
guaranteed. Please confirm that if you issue debt securities that
are guaranteed or if you qualify an indenture that includes
guarantees, you will register the guarantees, revise your legal
opinion to opine on their enforceability and will revise the
registration fee table accordingly.
9. Please confirm that as shares of the underlying common stock
are
offered and sold, you will count them against the dollar amount of
the securities remaining on this registration statement.
Prospectus Cover Page
10. Please identify the affiliates that are selling shares.
Use of Proceeds, page 5
11. Supplementally confirm to us that your takedown supplements
will
disclose the amount and terms of any debt you may pay off with
proceeds from the sale of the securities.
Selling Shareholders, page 16
12. We note from the registration fee table that the secondary
offering includes warrants and common stock. Please clarify here
and
in the fee table whether the common stock listed represents shares
underlying the warrants. If this registration statement covers
the
resell of the warrants, please include those in this table.
13. Please update the information in this section to the most
recent
practicable date.
14. Please identify in footnotes to the table, the number of
shares
underlying options or warrants for each selling shareholder.
15. Please delete the reference in the second paragraph that you
"have not independently verified this information" to eliminate
the
implication that you are not responsible for the accuracy of the
information included in the prospectus.
16. Please name the office or other material relationship each
selling shareholder has with the company or its affiliates. See
Item
507 of Regulation S-K.
17. Disclose how each selling shareholder acquired the shares or
warrants they are selling.
18. Please disclose whether any of the selling shareholders are
broker-dealers or affiliates of a broker-dealer. If a selling
shareholder is a broker-dealer, the prospectus should state that
the
seller is an underwriter and you must amend the filing to a form
for
which you are eligible to do a primary offering. If a selling
shareholder is an affiliate of a broker-dealer, provide the
following
representations in the prospectus: (1) the seller purchased in the
ordinary course of business, and (2) at the time of the purchase
of
the securities to be resold, the seller had no agreements or
understandings, directly or indirectly, with any person to
distribute
the securities. If you cannot provide these representations,
state
that the seller is an underwriter.
19. Please confirm that none of the sellers currently have open
positions in the common stock. If any of the sellers do have
short
positions, please indicate the size of the short position.
Supplementally confirm that you are aware of Telephone Interp.
A.65
(July 1997) on this matter, which is publicly available on our
website.
20. Please revise this section to indicate that the selling
shareholders may be underwriters with respect to the shares that
they
are offering for resale.
Exhibits
21. Exhibits must be included in separate exhibit documents
appropriately labeled on EDGAR. Please refile your exhibits
separately from the primary filing in your next EDGAR submission.
Call EDGAR Filer Support at (202) 551-8900 if you require
assistance.
22. Trust indentures must be qualified prior to effectiveness.
File
the form of indenture before requesting acceleration of the
registration statement`s effectiveness.
Exhibit 5.1 - Legal Opinion
23. Please provide an unqualified legal opinion covering the
resale
shares.
24. Trust indentures must be qualified prior to effectiveness. In
paragraph 1, please delete clause (D).
25. Counsel must opine that the warrants are binding obligations
under the state contract law governing the warrant agreement.
Please
revise.
26. Where counsel refers to the Delaware General Corporation Law,
counsel should confirm supplementally that it does not intend to
exclude the Delaware Constitution. Counsel should file this
correspondence on EDGAR, as it will be a part of the Commission`s
official file regarding this registration statement. Please see
Section VIII.A.14 of our November 14, 2000 Current Issues Outline
if
you need more information.
Exhibit 24.1 - Power of Attorney
27. We note the signatories that purport to sign the registration
statement by signing the Exhibit 24.1 Power of Attorney. Please
revise so that each required signatory actually signs the
registration statement.
28. Please revise to indicate that the principal accounting
officer
or controller has also signed the registration statement pursuant
to
Instruction 1 to Signatures on Form S-3.
As appropriate, please amend your filings in response to
these
comments. You may wish to provide us with marked copies of the
amendments to expedite our review. Please furnish a cover letter
with your amendments 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 amendments 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 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 this action 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 a 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.
Please direct questions to Brigitte Lippmann, at (202) 551-
3713, or me at (202) 551-3767.
Sincerely,
Jennifer Hardy
Branch Chief
cc: Ronald Cami, Esq.
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eight Avenue
New York, NY 10019
??
??
??
??
Richard H. Irving, III, Esq.
Blount International, Inc.
March 13, 2006
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE