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Andrew D. Myers
April 14, 2006
VIA EDGAR
Securities and Exchange Commission
Mail Stop 3561
Judiciary Plaza
100 F Street, N.E.
Washington, D.C. 20549
Attn: John Reynolds
Assistant Director
Division of Corporation Finance
Re: Harbor Acquisition Corporation
Amendment No. 7 to Registration Statement on Form S-1
REGISTRATION STATEMENT NO. 733-126300
Dear Mr. Reynolds:
Harbor Acquisition Corporation (the "Company") has filed with the
Commission an Amendment No. 7 to the above-referenced Registration Statement
(the "Registration Statement"). For your convenience, we are providing you with
three paper copies of Amendment No. 7 marked to show the changes made from
Amendment No. 6 to the Registration Statement, which was filed with the
Commission on March 24, 2006. The changes reflected in Amendment No. 7 are
intended to respond to the comments set forth in your letter dated April 13,
2006 (the "Comment Letter"). The changes made in response to the Comment Letter
are discussed below. The numbered paragraphs below correspond to the numbered
comments in the Comment Letter. Page references are to the pages in the
prospectus included in Amendment No. 7 to the Registration Statement filed with
the Commission on this date (the "Prospectus").
GENERAL
1. COMMENT: WE NOTE THE ADDITIONAL DISCLOSURE THAT YOU ARE ALSO REGISTERING THE
WARRANTS AND SHARES UNDERLYING THE WARRANTS. IT APPEARS FROM THE DISCLOSURE IN
THE PROSPECTUS AND IN THE FORM OF WARRANT PLACEMENT AGREEMENT THAT AN INVESTMENT
DECISION HAS ALREADY BEEN MADE BY THE PURCHASERS WITH RESPECT TO THE OFFER AND
SALE OF SUCH WARRANTS. AS SUCH, PLEASE PROVIDE US WITH AN ANALYSIS OF HOW THE
AGREEMENT TO PURCHASE WARRANTS BY THE EXISTING SHAREHOLDERS CONFORMS WITH THE
REQUIREMENTS FOR THE OFFER AND SALE OF SECURITIES SET FORTH BY SECTION 5 OF THE
SECURITIES
DIRECT 617-589-3835 DIRECT FAX 617-305-3102
EMAIL amyers@davismalm.com
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Securities and Exchange Commission
April 14, 2006
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ACT OF 1933 AND HOW SUCH SALE CAN BE REGISTERED ON THIS FORM S-1.
RESPONSE: WE BELIEVE THAT THE OFFERING OF THE WARRANTS TO OUR INITIAL
STOCKHOLDERS WILL BE MADE IN ACCORDANCE WITH SECTION 5 OF THE SECURITIES ACT OF
1933. NO OFFER TO SELL ANY OF THE WARRANTS HAS BEEN MADE BY THE COMPANY TO ANY
OF THE INITIAL STOCKHOLDERS, AND NO OFFER TO PURCHASE ANY OF THE WARRANTS HAS
BEEN MADE BY ANY OF THE INITIAL STOCKHOLDERS TO THE COMPANY. THERE EXISTS NO
OBLIGATION ON THE PART OF THE COMPANY TO SELL, OR ON THE PART OF ANY INITIAL
STOCKHOLDER TO BUY, ANY OF THE WARRANTS. THE WARRANT PLACEMENT AGREEMENT WILL BE
SIGNED, AND THE SALE OF THE WARRANTS WILL OCCUR, ONLY AFTER THE REGISTRATION
STATEMENT HAS BEEN DECLARED EFFECTIVE BY THE COMMISSION.
2. COMMENT: WE NOTE THE DISCLOSURE THROUGHOUT YOUR REGISTRATION STATEMENT THAT
YOU WOULD BE REQUIRED TO CONVERT TO CASH UP TO APPROXIMATELY 19.99% OF THE
COMMON STOCK SOLD IN THIS OFFERING. PLEASE CLARIFY WHETHER THE COMPANY MAY
STRUCTURE OR CONSUMMATE A BUSINESS COMBINATION IN WHICH LESS THAN 19.99% OF THE
IPO SHAREHOLDERS WILL BE ABLE TO CONVERT FOR THE BUSINESS COMBINATION TO STILL
GO FORWARD.
RESPONSE: THE COMPANY HAS DISCLOSED ON PAGES 8, 24 AND 25 THAT UNDER NO
CIRCUMSTANCES WILL IT STRUCTURE A BUSINESS COMBINATION IN WHICH LESS THAN 19.99%
OF THE SHARES HELD BY THE PUBLIC STOCKHOLDERS WILL BE ELIGIBLE TO CONVERT THEIR
SHARES TO CASH.
RISK FACTORS - PAGE 9
3. COMMENT: WE NOTE THE REVISION TO THE SECOND RISK FACTOR ON PAGE NINE TO
REPLACE THE WORD WILL WITH "MAY." CONSIDERING YOU ARE RESERVING AT UP TO
$1,650,000 OF THE INTEREST PROCEEDS TO BE USED TO FUND YOUR SEARCH FOR A TARGET
COMPANY, PLEASE REVISE TO DISCUSS THE CIRCUMSTANCE IN WHICH SHAREHOLDERS WOULD
RECEIVE MORE THAN $6.00 PER SHARE.
RESPONSE: THE COMPANY HAS REVERTED TO THE ORIGINAL DISCLOSURE BY
REPLACING THE WORD "MAY" WITH THE WORD "WILL" ON PAGE 9.
4. COMMENT: WE DO NOT UNDERSTAND THE ADDITIONAL DISCLOSURE IN THE FIRST RISK
FACTOR ON PAGE 18. YOU REFER TO A DEMAND REGISTRATION OF THE 2,000,000 SHARES OF
COMMON STOCK UNDERLYING THE WARRANTS SOLD IN THE WARRANT PLACEMENT. WHILE THE
VALIDITY OF SUCH INCLUSION HAS NOT BEEN DETERMINED, YOU HAVE ALREADY INCLUDED
THOSE SHARES IN THE FEE TABLE. PLEASE CLARIFY.
RESPONSE: THE SHARES UNDERLYING THE WARRANTS SOLD IN THE WARRANT
PLACEMENT WILL BE HELD BY PERSONS WHO MAY BE DEEMED AFFILIATES OF THE COMPANY
UNDER RULE 144. THEREFORE, THE RESALE OF THOSE SHARES MAY BE SUBJECT TO THE
VOLUME TRADING LIMITATIONS AND OTHER RESTRICTIONS OF RULE 144. AS SUCH, A
SUBSEQUENT REGISTRATION MAY BE NECESSARY TO FACILITATE THE RESALE OF THOSE
SHARES.
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Securities and Exchange Commission
April 14, 2006
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USE OF PROCEEDS - PAGE 20
5. COMMENT: PLEASE REVISE TO CLARIFY IF THE UNDERWRITERS ARE ENTITLED TO THE
INTEREST EARNED ON THEIR PORTION OF THE TRUST PROCEEDS UPON RELEASE OF THE FUNDS
FROM TRUST.
RESPONSE: THE COMPANY HAS CLARIFIED THIS POINT IN FOOTNOTE 3 ON PAGE 20.
6. COMMENT: PLEASE REVISE TO FURTHER DISCUSS YOUR EXPECTATIONS REGARDING THE
INTEREST THAT WILL BE EARNED BY THE PROCEEDS HELD IN TRUST SINCE THAT WILL
AFFECT THE FUNDING OF YOUR SEARCH FOR A TARGET COMPANY. WILL YOU INVEST ALL THE
TRUST PROCEEDS IN "GOVERNMENT SECURITIES?" IF SO, DISCLOSE THE INTERVAL IN WHICH
THE INTEREST IS PAID. IF YOU HAVE TO RELY UPON ADVANCES WHILE WAITING FOR
DISBURSEMENTS FROM THE TRUSTEE, WILL THOSE ADVANCES CARRY AN INTEREST RATE?
RESPONSE: THE COMPANY HAS ADDED DISCLOSURE IN THE THIRD FULL PARAGRAPH ON
PAGE 22 TO FURTHER EXPLAIN ITS EXPECTATIONS WITH RESPECT TO THE PAYMENT OF
INTEREST FROM THE TRUST ACCOUNT, INVESTMENT OF THE TRUST PROCEEDS AND PAYMENT OF
EXPENSES FOR THE INITIAL PERIOD PRIOR TO COMMENCEMENT OF MONTHLY INTEREST
PAYMENTS.
7. COMMENT: PLEASE REVISE HERE TO DISCLOSE THE INTERVALS ON WHICH YOU WILL REPAY
THE LOAN MADE BY GRAND CRU MANAGEMENT. IS THE INTEREST PAID MONTHLY? WILL IT
ACCRUE AND COMPOUND UNTIL MATURITY? IN THE APPROPRIATE SECTION, PLEASE REVISE TO
DISCUSS THE PURPOSE OF THE LOAN.
RESPONSE: THE COMPANY HAS EXPLAINED THE TERMS AND PURPOSE OF THE LOAN
FROM GRAND CRU MANAGEMENT IN FOOTNOTE 4 ON PAGE 20. THE TERMS OF THE LOAN ARE
ALSO INCLUDED IN A NEW FOOTNOTE 5 ON PAGE 21.
PROPOSED BUSINESS - PAGE 27
8. COMMENT: WE NOTE THAT YOU WILL FOCUS ON "POSITIVE OPERATING CASH FLOW
COMPANIES." PLEASE REVISE TO DISCUSS THE CIRCUMSTANCES IN WHICH YOU WOULD
DEVIATE FROM YOUR FOCUS AND ACQUIRE A COMPANY THAT IS NOT CONSIDERED TO HAVE
"POSITIVE OPERATING CASH FLOW." ALSO, PLEASE REVISE TO DEFINE YOUR USE OF THE
PHRASE "POSITIVE OPERATING CASH FLOW."
RESPONSE: THE COMPANY HAS REVISED ITS DISCLOSURE IN THE SECOND PARAGRAPH
ON PAGE 29 TO STATE THAT IT WILL ONLY FOCUS ON CASH FLOW POSITIVE COMPANIES AND
HAS EXPLAINED THE MEANING OF THIS TERM.
9. COMMENT: WE DO NOT UNDERSTAND THE DISCLOSURE ON PAGE 27 THAT YOU "WILL LOOK
TO CREATE COMPETITIVE ADVANTAGES IN A GIVEN MARKET PLACE." PLEASE REVISE TO
ELABORATE ON THE NOTED DISCLOSURE.
RESPONSE: THE COMPANY HAS REMOVED THIS REFERENCE ON PAGE 29.
10. COMMENT: PLEASE REVISE TO ELABORATE ON THE DISCLOSURE THAT YOU "MAY ALSO
ACQUIRE A
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Securities and Exchange Commission
April 14, 2006
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COMPANY THAT PROVIDES SERVICES WITHIN THESE SECTORS." INVESTORS SHOULD HAVE AN
UNDERSTANDING OF THE TYPES OF COMPANIES YOU WILL CONSIDER. PLEASE ADD
APPROPRIATE DISCLOSURE.
RESPONSE: THE COMPANY HAS ELABORATED ITS DISCLOSURE IN THE LAST PARAGRAPH
ON PAGE 29.
11. COMMENT: CONSIDERING YOU HAVE DISCLOSED THAT CURRENT MANAGEMENT WILL NOT
TAKE PART AS EXECUTIVE OFFICERS OF THE COMPANY, PLEASE EXPLAIN THE PURPOSE OF
EVALUATING "WHETHER NEW METHODS AND/OR BUSINESS MODELS CAN BE APPLIED TO
INCREASE GROWTH." ASSUMING THERE ARE "NEW METHODS" THAT MAY BE UTILIZED, CURRENT
MANAGEMENT WOULD NOT BE IN THE POSITION TO IMPLEMENT THEM. IF CURRENT MANAGEMENT
DETERMINES THAT THERE ARE NEW METHODS THAT SHOULD BE APPLIED, WILL SUCH
APPLICATION BE A TERM OF ANY BUSINESS COMBINATION?
RESPONSE: WE HAVE MODIFIED THE DISCLOSURE ON PAGE 29 OF THE PROSPECTUS TO
CLARIFY THAT IT IS EXPECTED THAT, AS NON-EXECUTIVE DIRECTORS, ADVISORS AND
PRINCIPAL STOCKHOLDERS OF THE TARGET COMPANY, OUR CURRENT MANAGEMENT WILL BE IN
A POSITION TO INFLUENCE AND APPROVE THE IMPLEMENTATION OF ANY NEW BUSINESS
METHODS FOR THE TARGET COMPANY. IN AN APPROPRIATE CASE, WE WILL CONSIDER
INCLUDING IN THE BUSINESS COMBINATION AGREEMENT PROVISIONS REQUIRING THE
IMPLEMENTATION OF NEW METHODS AND/OR BUSINESS MODELS BY THE TARGET COMPANY.
12. COMMENT: PLEASE REVISE TO SUBSTANTIATE THE BELIEFS ON PAGE 28, THAT PRIVATE
COMPANIES "WILL FIND THE OPPORTUNITY TO SELL TO [YOU] ATTRACTIVE AS WELL."
RESPONSE: THE COMPANY HAS REMOVED THIS STATEMENT ON PAGE 30.
FINANCIAL STATEMENTS - PAGE F-1
NOTE 2 - PROPOSED PUBLIC OFFERING: VALUE OF UNIT PURCHASE OPTION - PAGE F-8
13. COMMENT: WE NOTE YOUR DISCLOSURES REGARDING THE VALUATION OF THE
UNDERWRITER'S PURCHASE OPTION ("UPO"). PLEASE TELL US THE NAMES OF THE COMPANIES
YOU CONSIDERED IN DEVELOPING YOUR ESTIMATE OF VOLATILITY. ALSO, TELL US HOW YOU
CALCULATED THE ESTIMATE OF 18.5% AND WHETHER IT IS BASED ON THE DAILY HISTORICAL
CLOSING VALUES OF THE BASKET OF COMPANIES FOR THE PERIOD OF TIME EQUAL IN LENGTH
TO THE TERM OF THE OPTION THROUGH THE BALANCE SHEET DATE OR OTHER DATE.
RESPONSE: THE COMPANY CALCULATED THE 18.5% BASED ON THE WEEKLY AVERAGE
CLOSING STOCK PRICE OVER A FIVE YEAR PERIOD (ENDING MARCH 21, 2006), WHICH IS
THE SAME TIME PERIOD AS THE UPO. THE IDENTITY OF THE COMPANIES INCLUDED IN THIS
BASKET TO DEVELOP THE ESTIMATE OF VOLATILITY ARE ATTACHED AS SCHEDULE A TO THIS
RESPONSE LETTER. THE COMPANY CONSIDERED OVER 100 COMPANIES IN ARRIVING AT THIS
BASKET OF REPRESENTATIVE COMPANIES. THE COMPANY ALSO CLARIFIED THAT THE SAMPLE
OF REPRESENTATIVE COMPANIES OPERATE WITHIN THE CONSUMER AND INDUSTRIAL PRODUCTS
SECTORS.
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Securities and Exchange Commission
April 14, 2006
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14. COMMENT: AS APPLICABLE, PLEASE REVISE YOUR DISCLOSURE TO STATE THAT THE UPO
WILL BE ISSUED UPON THE COMPLETION OF THE PROPOSED OFFERING, AND THAT THE UPO
WILL NOT BE ISSUED IF THE PROPOSED OFFERING IS NOT CONSUMMATED.
RESPONSE: THE COMPANY HAS ADDED THIS DISCLOSURE IN FOOTNOTE 3 TO ITS
FINANCIAL STATEMENTS.
15. COMMENT: REVISE MD&A TO DISCUSS THE MATERIAL TERMS OF THE UPO, ITS ESTIMATED
FAIR VALUE AND THE MAJOR ASSUMPTIONS USED TO VALUE IT.
RESPONSE: THE COMPANY HAS ADDED THE SUGGESTED DISCLOSURE ON PAGES 27 AND
28.
Undertakings
16. COMMENT: PLEASE REFER TO ITEM 512 OF REGULATION S-K AND REVISE YOUR
UNDERTAKINGS ACCORDINGLY.
RESPONSE: THE COMPANY HAS REVISED ITS UNDERTAKINGS ACCORDINGLY.
Signatures
17. COMMENT: IDENTIFY THE PERSON SIGNING AS THE PRINCIPAL FINANCIAL OFFICER ON
BEHALF OF THE COMPANY.
RESPONSE: THE COMPANY HAS IDENTIFIED ITS PRINCIPAL FINANCIAL OFFICER.
If you have any questions concerning the material provided herein, please
do not hesitate to call William F. Griffin, Jr., at this office, or the
undersigned.
Very truly yours,
Andrew D. Myers
ADM:ran
Enclosures
cc: Mr. Robert J. Hanks
Mr. David A. Dullum
Elizabeth Hughes, Esquire
William F. Griffin, Jr.
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Securities and Exchange Commission
April 14, 2006
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SCHEDULE A
REGARDING HARBOR ACQUISITION CORPORATION
LETTER TO THE SECURITIES AND EXCHANGE COMMISSION
DATED APRIL 14, 2006
BASKET OF STOCKS
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Coca Cola Bottling COKE
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Green Mountain Coffee Roasters GMCR
Diamond Foods DMND
Omnova Solutions OMN
Landec Corp LNDC
United Energy UNRG.OB
Mannatech MTEX
Inter Parfums IPAR
Parlux Fragrances PARL
Natures Sunshine NATR
Reliv International RELV
Schiff Nutrition WNI
CCA Industries CAW
Playtex PYX
Chattem CHTT
Elizabeth Arden RDEN