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August 5, 2005 WRITER'S DIRECT NUMBER: (317) 236-2289
DIRECT FAX: (317) 592-4666
INTERNET: Stephen.Hackman@icemiller.com
VIA EDGAR AND HAND DELIVERY
Jennifer Hardy, Branch Chief
United States Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Mail Stop 7010
Washington, D.C. 20549-7010
RE: Haynes International, Inc.
Form S-1/A filed July 7, 2005
File No. 333-124977
Dear Ms. Hardy:
On behalf of our client, Haynes International, Inc. (the "Company"), this
letter responds to the Staff's comments on the above-referenced filing
("Amendment No. 1") provided to Francis J. Petro by letter dated July 18, 2005.
For your convenience, the subheadings and order of responses set forth below
correspond with the subheadings and order set forth in the Staff's comment
letter. The Staff's comments are in bold. Also enclosed is a marked copy of
Amendment No. 2 to the Registration Statement on Form S-1, File No. 333-124977
("Amendment No. 2"), comparing it to Amendment No. 1. Unless otherwise noted
below, the Staff's comments have been addressed in Amendment No. 2. The page
numbers in the responses in this letter refer to the respective pages of
Amendment No. 2.
FORM S-1/A FILED JULY 7, 2005
PROSPECTUS COVER PAGE
1. WE NOTE THAT THE SELLING STOCKHOLDERS MAY SELL THEIR STOCK "AT PRICES THEY
MAY DETERMINE AT THE TIME OF SALE" AND YOUR RESPONSE TO PRIOR COMMENT 36.
PLEASE SPECIFY THE PRICE OR RANGE OF PRICES AT WHICH THE SELLING
STOCKHOLDERS WILL OFFER THE SHARES REGISTERED IN THIS OFFERING. IT IS THE
DIVISION'S POSITION THAT WHEN THERE IS NO EXISTING MARKET FOR THE
SECURITIES, STATING THAT SELLING STOCKHOLDERS WILL SELL AT PREVAILING
MARKET PRICES, FIXED PRICES, NEGOTIATED PRICES, OR AT FIXED PRICES THAT MAY
BE CHANGED DOES NOT SATISFY THE REQUIREMENTS OF SCHEDULE A ITEM 16 AND ITEM
501(B)(3) OF REGULATION S-K. PLEASE NOTE THAT YOU MAY INCLUDE LANGUAGE
SPECIFYING
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Jennifer Hardy, Branch Chief
August 5, 2005
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THAT THE PRICE RANGE WILL APPLY UNTIL YOUR SHARES BEGIN TRADING ON AN
EXCHANGE OR MARKET OR YOU MAY FILE A POST-EFFECTIVE AMENDMENT TO SWITCH TO
A MARKET PRICE WHEN YOUR SHARES BEGIN TRADING ON AN EXCHANGE OR MARKET.
ONCE YOU HAVE ESTABLISHED THE PRICE OR RANGE OF PRICES FOR THE SALE OF
COMMON STOCK BY THE SELLING STOCKHOLDERS, YOU SHOULD RESPOND TO THE THIRD
BULLET OF COMMENT 36 IN OUR LETTER DATED JUNE 10, 2005 ACCORDINGLY.
The cover page of the prospectus and the "Plan of Distribution" section on
page 82 have been modified to disclose the anticipated price range for
sales by the selling stockholders. Footnote 14 to the Consolidated
Financial Statements on page F-36 has been modified to include disclosure
regarding the significant factors contributing to the difference between
the fair value of the Company's common stock and the price range provided
by the selling stockholders.
The Company supplementally advises the Staff that the selling
stockholders have indicated to the Company that the range of prices at
which the selling stockholders generally expect to sell their shares of
common stock was arrived at by taking the individual assessments of each
selling stockholder regarding current and anticipated future industry
trends and the publicly available results of operations for the Company,
together with an analysis of trading multiples of comparable public
companies, and using these individual assessments to develop a range of
prices. According to the selling stockholders, this range of prices is
higher than the per share value of $15.37 ascribed on August 31, 2004 due
to the significant improvement in the industry in which the Company
operates, the industries in which the Company's customers sell their
products (principally aerospace) and the Company's operating performance
since its emergence from bankruptcy. In addition, certain of the selling
stockholders have indicated that they do not presently intend to sell
their shares in the immediate term. In part, the range reflects the
selling stockholders' expectation that, based on their analysis of the
factors described above, the market price of the common stock will
continue to rise over time. These prices were established by the selling
stockholders based on publicly available information. They do not
represent actual market prices and are not the result of any formal
valuation by the selling stockholders or the Company.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS, PAGE 23
LIQUIDITY AND CAPITAL RESOURCES, PAGE 35
2. WE NOTE YOUR RESPONSE TO COMMENT 15 IN OUR LETTER DATED JUNE 10, 2005 ALONG
WITH YOUR REVISED DISCLOSURES. SPECIFICALLY, WE NOTE THAT YOU INTEND TO
FUND THE REMAINING APPROXIMATELY $7.4 MILLION OF CAPITAL EXPENDITURES
THROUGH CASH GENERATED BY OPERATIONS IN SOME PART. WE ALSO NOTE THAT YOU
HAVE NOT GENERATED POSITIVE CASH FLOWS FROM OPERATIONS IN THE PAST TWO
YEARS OR DURING THE MOST RECENT SIX-MOTH PERIOD ENDED MARCH 31, 2005. AS
SUCH, IT IS UNCLEAR TO US HOW YOU INTEND TO FUND THE REMAINDER OF YOUR
CAPITAL EXPENDITURES IN SOME PART FROM CASH FLOWS FROM OPERATIONS,
ESPECIALLY IN LIGHT OF YOUR STATEMENT ON PAGE 45 THAT YOU EXPERIENCED
LIQUIDITY SHORTAGES THAT RESULTED IN YOUR INABILITY TO MAKE EQUIPMENT
UPGRADES. IN ADDITION, PLEASE EXPAND YOUR FUTURE SOURCES AND USES OF
LIQUIDITY SECTION BEGINNING ON PAGE 35 TO INCLUDE A DISCUSSION AND ANALYSIS
OF HOW YOU INTEND TO FUND WORKING CAPITAL. YOUR DISCUSSION SHOULD PROVIDE
INVESTORS WITH SUFFICIENT INFORMATION HOW YOUR SOURCES OF CASH WILL BE
SUFFICIENT TO FUND YOUR CAPITAL EXPENDITURES AND WORKING CAPITAL NEEDS FOR
THE NEXT TWELVE MONTHS.
The "Future Sources and Uses of Liquidity" discussion on pages 36-38 has
been revised to more specifically describe the Company's anticipated
sources of liquidity. Specifically, we note that, in the quarter ended
June 30, 2005, the Company generated $5.0 million in cash from operating
activities, increased the amount of availability under its credit agreement
and increased the amount of cash on hand.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES, PAGE 39
3. WE NOTE YOUR RESPONSE TO THE THIRD BULLET OF COMMENT 17 IN OUR LETTER DATED
JUNE 10, 2005. SINCE YOU HAVE NEVER PERFORMED AN IMPAIRMENT TEST DUE TO THE
TIMING OF YOUR ANNUAL IMPAIRMENT TEST AND THE DATE THE GOODWILL BALANCE WAS
RECORDED, PLEASE
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Jennifer Hardy, Branch Chief
August 5, 2005
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MAKE THIS FACT CLEAR IN YOUR DISCLOSURE BY REVISING YOUR DISCLOSURE TO
STATE THAT YOU WILL REVIEW GOODWILL FOR IMPAIRMENT AS OF AUGUST 31, 2005,
YOUR FIRST ANNUAL IMPAIRMENT TESTING DATE, AND THAT NO EVENTS OR
CIRCUMSTANCES THAT WOULD INDICATE THE CARRYING AMOUNT OF GOODWILL MAY BE
IMPAIRED OCCURRED FROM THE DATE GOODWILL WAS RECORDED, AUGUST 31, 2004,
THROUGH THE CURRENT PERIOD.
The Company has revised the disclosure on page 41 to state that it will
review goodwill for impairment as of August 31, 2005, the first annual
impairment testing date, and that no events or circumstances have occurred
that would indicate the carrying value of goodwill may be impaired since
its initial recording on August 31, 2004.
SELLING STOCKHOLDERS, PAGE 72
4. WE NOTE YOUR RESPONSE TO PRIOR COMMENT 24. PLEASE REVISE YOUR DISCLOSURES
IN THIS SECTION, AND ELSEWHERE AS APPROPRIATE, TO STATE HOW JANA PARTNERS
LLC ACQUIRED ITS SHARES GIVEN THAT IT DID NOT ACQUIRE ITS SHARES DIRECTLY
AS RESULT OF THE REORGANIZATION AND PURSUANT TO THE REGISTRATION RIGHTS
AGREEMENT, BUT INDIRECTLY FROM AN ENTITY THAT WAS A PARTY TO THE
REGISTRATION RIGHTS AGREEMENT. INCLUDE A DISCUSSION OF THE EXEMPTION RELIED
UPON FOR THE SALE OF THE SHARES TO JANA PARTNERS LLC AND THE FACTS THAT
SUPPORT RELIANCE UPON THE EXEMPTION.
The disclosure under the caption "Selling Stockholders" on page 74
has been revised to provide the requested information.
HAYNES INTERNATIONAL FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED
SEPTEMBER 30, 2004
NOTE 1 BACKGROUND AND ORGANIZATION, PAGE F-8
FRESH START REPORTING, PAGE F-10
5. WE NOTE YOUR RESPONSE TO COMMENT 29 IN OUR LETTER DATED JUNE 10, 2005 ALONG
WITH YOUR REVISED DISCLOSURES. PLEASE REVISE YOUR DISCLOSURES REGARDING THE
VALUATION TO DETERMINE YOUR REORGANIZATION VALUE TO STATE THE PERIOD THE
VALUATION WAS PERFORMED. WITH REGARDS TO YOUR VALUATION OF YOUR COMMON
STOCK IN CONJUNCTION WITH THE STOCK OPTION GRANTS ON AUGUST 31, 2004,
PLEASE REVISE YOUR DISCLOSURE IN NOTE 14 TO STATE THE SIGNIFICANT CHANGES
IN THE FINANCIAL INFORMATION USED TO ESTIMATE THE FAIR VALUE OF YOUR COMMON
STOCK AS OF AUGUST 31, 2004 VERSUS MARCH 2004 WHEN THE REORGANIZATION VALUE
WAS ESTIMATED.
The Company has revised Note 1 on pages F-9 and F-10 to disclose that the
valuation was performed in March 2004. Note 14 on pages F-36 and F-37 has
been revised to disclose the significant factors contributing to the
increased value of the Company on August 31, 2004 from the valuation in
March 2004.
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Jennifer Hardy, Branch Chief
August 5, 2005
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NOTE 12 ENVIRONMENTAL AND LEGAL, PAGE F-35
6. WE NOTE YOUR RESPONSE TO COMMENT 34 IN OUR LETTER DATED JUNE 10, 2005. SAB
TOPIC 5:Y INDICATES THAT PRODUCT LIABILITIES ARE TYPICALLY OF SUCH
SIGNIFICANCE THAT DETAILED DISCLOSURES REGARDING JUDGMENTS AND ASSUMPTIONS
UNDERLYING THE RECOGNITION AND MEASUREMENT OF THESE LIABILITIES ARE
NECESSARY TO PREVENT THE FINANCIAL STATEMENTS FROM OMITTING IMPORTANT
INFORMATION AND TO INFORM READERS FULLY REGARDING THE RANGE OF REASONABLY
POSSIBLE OUTCOMES THAT COULD HAVE A MATERIAL EFFECT ON A REGISTRANT'S
FINANCIAL CONDITION, RESULTS OF OPERATIONS, OR LIQUIDITY, ESPECIALLY SINCE
ONE OF YOUR FIVE LAWSUITS IS A CLASS ACTION LAWSUIT. AS SUCH, PLEASE REVISE
YOUR DISCLOSURE IN YOUR ANNUAL AND INTERIM FINANCIAL STATEMENTS TO PROVIDE
THE FOLLOWING INFORMATION REGARDING YOUR WELDING-RELATED PRODUCTS
CONTINGENT LIABILITY, AT A MINIMUM:
o CLARIFY WHETHER YOUR INSURANCE COVERAGE LIMIT OF $25,000 IS PER CASE
OR PER CLAIMANT.
o STATE THE NUMBER OF TOTAL CLAIMANTS FOR EACH OF THE OUTSTANDING
LAWSUITS, INCLUDING THE CORRESPONDING DAMAGES ALLEGED.
o CONFIRM TO US THAT YOU HAVE RECORDED YOUR PROBABLY AND ESTIMATED LOSS
IN ACCORDANCE WITH SFAS 5 ON A GROSS BASIS AND RECORDED ANY GAIN
CONTINGENCY IN ACCORDANCE WITH SFAS 5 SEPARATELY. PLEASE TELL US THE
AMOUNT OF GROSS LIABILITY AND RECEIVABLE RECORDED. IF MATERIAL,
DISCLOSE THE GROSS LIABILITY FOR THESE FIVE LAWSUITS, INCLUDING THE
TIMEFRAME OVER WHICH THE ACCRUED OR PRESENTLY UNRECOGNIZED AMOUNTS MAY
BE PAID OUT.
o STATE THE AMOUNT OR RANGE OF REASONABLY POSSIBLE LOSS OR STATE THAT
SUCH AN ESTIMATE CANNOT BE MADE, AS REQUIRED BY PARAGRAPH 10 OF SFAS 5
AND QUESTION 2 OF SAB TOPIC 5:Y.
o STATE THE MATERIAL COMPONENTS OF THE ACCRUALS AND THE SIGNIFICANT
ASSUMPTIONS UNDERLYING THE ESTIMATES, INCLUDING THE CIRCUMSTANCES THAT
MAY AFFECT THE RELIABILITY AND PRECISION OF LOSS ESTIMATES.
o DISCLOSE THE NATURE AND TERMS OF YOUR INSURANCE COVERAGE, INCLUDING
ANY UNCERTAINTIES REGARDING THE LEGAL SUFFICIENCY OF INSURANCE CLAIMS
OR SOLVENCY OF INSURANCE CARRIERS.
o ADDRESS THE EXTENT TO WHICH UNASSERTED CLAIMS ARE REFLECTED IN ANY
ACCRUAL OR MAY AFFECT THE MAGNITUDE OF THE CONTINGENCY.
The Company supplementally advises the Staff that it believes that the
manganese welding lawsuits are not, and any potential loss from such suits
is highly unlikely to be, material to the Company's financial condition,
results of operations or cash flows. There
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Jennifer Hardy, Branch Chief
August 5, 2005
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were originally 10 similar cases brought against the Company. To date,
6 of these cases have been dismissed and motions to dismiss the
remaining cases are pending. The Company's ultimate exposure is further
mitigated by the fact that the Company provided only about 0.01% of the
products sold in this marketplace. Finally, the Company has insurance
coverage for the claims made in these suits which effectively limits the
Company's exposure to $25,000 per suit. Accordingly, the discussion of
these lawsuits has been deleted from the section captioned "Legal
Proceedings" on page 58 and from Note 12 to the Consolidated Financial
Statements on pages F-35 and F-49.
EXHIBIT 5.1 - LEGALITY OPINION
7. PLEASE CONFIRM TO US THAT YOU CONCUR WITH OUR UNDERSTANDING THAT YOUR
REFERENCE AND LIMITATION TO "GENERAL CORPORATION LAW OF THE STATE OF
DELAWARE" INCLUDES THE STATUTORY PROVISIONS AND ALSO ALL APPLICABLE
PROVISIONS OF THE DELAWARE CONSTITUTION AND REPORTED JUDICIAL DECISIONS
INTERPRETING THESE LAWS.
Our opinion has been revised to clarify that it is based upon all of the
laws of the state of Delaware which are relevant to the matters addressed
in the opinion.
Very truly yours,
ICE MILLER
/s/ Stephen J. Hackman
Stephen J. Hackman
cc: Francis J. Petro
Marcel M. Martin