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Andrew D. Myers
April 24, 2006
VIA EDGAR
Securities and Exchange Commission
Mail Stop 3561
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Attn: John Reynolds
Assistant Director
Division of Corporation Finance
Re: Harbor Acquisition Corporation
Amendment No. 8 to Registration Statement on Form S-1
REGISTRATION STATEMENT NO. 333-126300
Dear Mr. Reynolds:
Harbor Acquisition Corporation (the "Company") has filed with the
Commission an Amendment No. 8 to the above-referenced Registration
Statement (the "Registration Statement"). For your convenience, we are
providing you with three paper copies of Amendment No. 8 marked to show
the changes made from Amendment No. 7 to the Registration Statement, which
was filed with the Commission on April 14, 2006. The changes reflected in
Amendment No. 8 are intended to respond to the comments set forth in your
letter dated April 20, 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. 8 to the Registration Statement filed with the Commission on
this date (the "Prospectus").
GENERAL
1. COMMENT: WE NOTE YOUR RESPONSE TO COMMENT ONE OF OUR LETTER DATED
APRIL 13, 2006. YOU RESPOND THAT NO OFFER OR SALE HAS OCCURRED AND AS
SUCH NO INVESTMENT DECISION HAS BEEN MADE. IF THAT IS THE CASE, PLEASE
REVISE THE DOCUMENT TO REMOVE THE PRESUMPTION THAT THE WARRANT PLACEMENT
WILL TAKE PLACE. ALL DISCLOSURE, INCLUDING THAT IN THE FINANCIAL
STATEMENTS, THAT PRESUMES THE WARRANT PLACEMENT WILL TAKE PLACE SHOULD BE
REVISED ACCORDINGLY.
RESPONSE THE COMPANY HAS RECONSIDERED ITS DECISION TO SELL THE
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WARRANTS AS A
DIRECT 617-589-3835 DIRECT FAX 617-305-3102
EMAIL amyers@davismalm.com
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Securities and Exchange Commission
April 24, 2006
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DIRECT PLACEMENT OF REGISTERED SECURITIES AND NOW INTENDS TO OFFER THE
WARRANTS AS A PRIVATE PLACEMENT TO ITS OFFICERS, DIRECTORS AND INITIAL
STOCKHOLDERS, ALL OF WHOM ARE ACCREDITED INVESTORS. REFERENCES TO THE
SALE OF THE WARRANTS THROUGHOUT THE PROSPECTUS HAVE BEEN REVISED TO REFER
TO THE PRIVATE PLACEMENT, A RISK FACTOR RELATING TO THE POSSIBILITY OF
RESCISSION RIGHTS HAS BEEN ADDED ON PAGE 17.
2. COMMENT: THE FEE TABLE INDICATES THAT YOU ARE REGISTERING BOTH THE
WARRANTS AND SHARES UNDERLYING SUCH WARRANTS THAT ARE PART OF YOUR WARRANT
PLACEMENT FOR WHICH NO INVESTMENT DECISION HAS YET BEEN MADE. IT WOULD
APPEAR THAT THIS IS STRUCTURED AS A DIRECTED WARRANT PROGRAM. IF SO,
PLEASE REVISE ACCORDINGLY, IF NOT, ADVISE.
RESPONSE: PLEASE SEE RESPONSE TO COMMENT NO. 1. THE COMPANY HAS
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REMOVED THE REFERENCED WARRANTS FROM THE FEE TABLE ON THE REGISTRATION COVER
PAGE. THE SALE OF THE WARRANTS WILL BE CONDUCTED THROUGH A PRIVATE PLACEMENT.
THE TERMINOLOGY USED THROUGHOUT THE PROSPECTUS HAS BEEN MODIFIED TO DESCRIBE
THE TRANSACTION AS A "PRIVATE PLACEMENT."
PROSPECTUS SUMMARY, PAGE 1
3. COMMENT: WE NOTE HERE AND IN YOUR ITEM 101 OF REGULATION S-K DISCLOSURE
THAT YOU DEFINE MIDDLE MARKET COMPANIES AS THOSE WITH AN "ENTERPRISE VALUE"
BETWEEN $40 AND $300 MILLION. PLEASE REVISE TO DEFINE YOUR USE OF THE TERM
"ENTERPRISE VALUE" AND HOW THAT IS DIFFERENT THAN THE FAIR MARKET VALUE OF A
COMPANY. EXPLAIN THE BENEFITS OF USING THE NOTED VALUE DETERMINATION OVER
OTHER VALUE MEASURES.
RESPONSE: THE TERM "ENTERPRISE VALUE" ON PAGE 2 HAS BEEN CHANGED TO
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FAIR MARKET VALUE OF A COMPANY IN ITS ENTIRETY.
USE OF PROCEEDS, PAGE 20
4. COMMENT: WE NOTE YOUR RESPONSE TO COMMENT SIX OF OUR LETTER DATED
APRIL 13, 2006. PLEASE REVISE DISCLOSE THE INTEREST RATE YOU EXPECT TO
EARN ON THE TRUST PROCEEDS. IF YOU HAVE NO EXPECTATION REGARDING THE
INTEREST TO BE EARNED, PLEASE REVISE TO DISCUSS THE BASIS FOR THE BELIEF
THAT SUCH INTEREST WOULD BE ENOUGH TO FUND YOUR SEARCH AND BUSINESS
COMBINATION.
RESPONSE: THE INTEREST RATE EARNED ON THE TRUST ACCOUNT WILL BE EQUAL
TO THE PREVAILING INTEREST RATES ON SHORT-TERM TREASURY SECURITIES AND MONEY
MARKET FUNDS THAT COMPLY WITH CERTAIN CONDITIONS UNDER RULE 2A-7 OF THE
INVESTMENT COMPANY ACT OF 1940, WHICH WILL VARY FROM TIME-TO-TIME. ON APRIL
20, 2006, THE YIELD ON 30-DAY TREASURY BILLS WAS APPROXIMATELY 4.5% PER
ANNUM. AT 4.5% PER ANNUM, THE INTEREST ON $56,450,000 WOULD BE OVER $210,000
PER MONTH, WHICH WOULD PROVIDE THE $1,650,000 IN WORKING CAPITAL IN
APPROXIMATELY EIGHT MONTHS. BASED ON SUCH PREVAILING RATES, THE COMPANY
BELIEVES THAT THE INCOME RECEIVED BY THE TRUST ACCOUNT WILL BE SUFFICIENT TO
PROVIDE THE CONTEMPLATED AMOUNT OF WORKING CAPITAL.
PROPOSED BUSINESS, PAGE 27
5. COMMENT: WE NOTE YOUR RESPONSE TO COMMENT 10 OF OUR LETTER DATED APRIL
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13, 2006. IN THE BEGINNING OF THIS SECTION AND THE PROSPECTUS SUMMARY, YOU
DISCLOSE THAT YOU WILL BE LIMITED TO CONSIDERING CONSUMER OR INDUSTRIAL
PRODUCTS COMPANIES. HOWEVER, ON PAGE 29, YOU INCLUDE ONE
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Securities and Exchange Commission
April 24, 2006
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SENTENCE THAT INDICATES YOU COULD ALSO ACQUIRE A COMPANY THAT PROVIDES
SERVICES. PLEASE REVISE TO ELABORATE ON THIS ASPECT OF YOUR SEARCH AS YOU
HAVE WITH THE PRODUCTS SECTORS. ADDITIONALLY, REVISE TO EXPLAIN HOW YOU WILL
UTILIZE YOUR "COMPETITIVE STRENGTHS" WHEN CONSIDERING SERVICE COMPANIES. DO
YOUR OFFICERS HAVE EXPERIENCE WITH SERVICE COMPANIES?
RESPONSE: THE COMPANY HAS DELETED FROM PAGE 29 THE SENTENCE REGARDING
"ALSO ACQUIRING A COMPANY THAT PROVIDES SERVICES . . ." IN THE PROSPECTUS.
IN RESPONSE TO THE STAFF'S QUESTION, THE COMPANY'S MANAGEMENT HAS EXPERIENCE
IN THE ACQUISITION AND OPERATION OF SERVICE COMPANIES AS WELL AS PRODUCT
COMPANIES.
6. COMMENT: WE NOTE THE DISCLOSURE IN THE FIRST FULL PARAGRAPH ON PAGE
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30. PLEASE REVISE TO EXPLAIN THE DISCLOSURE THAT YOU MAY, NOT ACQUIRE A
COMPANY "WITH THE INVESTMENT PROFILE DISCUSSED ABOVE." SPECIFICALLY,
CLARIFY THE REFERENCE TO INVESTMENT PROFILE.
RESPONSE: WE HAVE DELETED THIS SENTENCE ON PAGE 30.
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PURCHASE OPTION, PAGE 56
7. COMMENT: WE NOTE YOUR DISCLOSURE ON PAGE 57 CONCERNING THE USE OF A
"BASKET OF REPRESENTATIVE COMPANIES WITHIN THE CONSUMER AND INDUSTRIAL
PRODUCTS SECTORS" IN CONNECTION WITH DETERMINING VOLATILITY FOR PURPOSES
OF APPLYING THE BLACK-SCHOLES MODEL IN VALUING THE PURCHASE OPTION. IT
WOULD APPEAR THAT SUCH "BASKET OF REPRESENTATIVE COMPANIES" WOULD ALSO
SERVE THE PURPOSE OF BETTER IDENTIFYING THE TYPES OF COMPANIES AND THE
FINANCIAL AND OPERATING CHARACTERISTICS THAT THE COMPANY WILL BE SEEKING
TO ENTER INTO A BUSINESS COMBINATION TRANSACTION WITH. PLEASE ADD
DISCLOSURE IN ALL APPROPRIATE PLACES IN THE REGISTRATION STATEMENT TO
IDENTIFY THE COMPANIES THAT CONSTITUTE THIS REPRESENTATIVE BASKET, AND
DISCLOSE THE COMMON CHARACTERISTICS AND FEATURES OF SUCH COMPANIES (E.G.,
REVENUES, OPERATING INCOME, TOTAL ASSETS, EBITDA, NET INCOME, ETC.),ON AN
AVERAGE AND/OR RANGE BASIS. WE MAY HAVE FURTHER COMMENT.
RESPONSE: IN ACCORDANCE WITH OUR TELEPHONE DISCUSSIONS WITH THE
STAFF ON FRIDAY AFTERNOON, APRIL 21, WE HAVE ADDED TO MANAGEMENT'S
DISCUSSION AND ANALYSIS ON PAGE 28 A LISTING OF THE 22 PUBLICLY TRADED
COMPANIES COMPRISING THE SAMPLE OF REPRESENTATIVE COMPANIES USED IN
DETERMINING VOLATILITY FOR PURPOSES OF THE BLACK-SCHOLES MODEL, TOGETHER
WITH A QUALIFICATION THAT THOSE COMPANIES LISTED DO NOT REPRESENT THE
ENTIRE RANGE OF THE LINES OF BUSINESS OF PRIVATE OR PUBLIC COMPANIES
WHICH THE COMPANY MAY SEEK TO ACQUIRE.
FINANCIAL STATEMENTS, PAGE F-1
NOTE 2 - PROPOSED PUBLIC OFFERING: VALUE OF UNIT PURCHASE OPTION, PAGE F-8
8. COMMENT: WE NOTE YOUR RESPONSE TO PRIOR COMMENT 13 OF OUR LETTER
DATED APRIL 13, 2006. PLEASE CLARIFY WHETHER THE ESTIMATED VOLATILITY OF
18.5% WAS CALCULATED BASED ON THE HISTORICAL VOLATILITIES OF SIMILAR
PUBLIC ENTITIES AS DISCUSSED IN PARAGRAPH A22 OF FAS 123(R), OR REPRESENTS
THE USE OF AN INDEX AS DISCUSSED IN PARAGRAPHS 23 AND A45-A48 OF FAS
123(R). TELL US WHETHER THE SUM OF THE STOCK PRICES OF THE REPRESENTATIVE
COMPANIES WAS USED TO CREATE AN INDEX TO CALCULATE VOLATILITY. IF THIS IS
THE CASE, PLEASE EXPLAIN YOUR BASIS FOR THE USE OF A CALCULATED INDEX IN
YOUR FAIR VALUE MEASUREMENT, RATHER THAN BASING EXPECTATIONS ABOUT FUTURE
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Securities and Exchange Commission
April 24, 2006
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VOLATILITY ON THE AVERAGE VOLATILITIES OF THE REPRESENTATIVE COMPANIES.
NOTE GUIDANCE IN PARAGRAPH A22 OF FAS 123(R).
RESPONSE: THE COMPANY'S ESTIMATED VOLATILITY OF 18.5% WAS CALCULATED
BASED ON AN INDEX OF THE 22 PUBLICLY TRADED COMPANIES IN THE SAMPLE. AFTER
FURTHER REVIEWING FAS 123(R), THE COMPANY REVISED ITS CALCULATION BY USING
THE AVERAGE VOLATILITIES OF THE COMPANIES IN THE SAMPLE (PARAGRAPH A22 OF FAS
123(R)), RATHER THAN THE VOLATILITIES OF AN INDEX CREATED BY THE SAMPLE
(PARAGRAPH 23 OF FAS 123(R)). THE COMPANY ALSO REVISED ITS CALCULATION OF
VOLATILITY TO MEASURE DAILY FLUCTUATIONS IN STOCK PRICE, RATHER THAN WEEKLY
FLUCTUATIONS. AS A RESULT, THE EXPECTED VOLATILITY INCREASED TO 49.3% FROM
18.5% AND THE VALUE OF THE UNIT PURCHASE OPTION INCREASED TO APPROXIMATELY
$1,263,000. THE COMPANY HAS REVISED ITS DISCLOSURE ON PAGES 28, 57 AND F-9
ACCORDINGLY.
9. COMMENT: TELL US HOW YOU DETERMINED THAT THE WEEKLY AVERAGE STOCK
PRICE SHOULD BE USED, RATHER THAN DAILY HISTORICAL VOLATILITY AS SPECIFIED
BY FAS 123(R). ALTERNATIVELY, REVISE YOUR DISCLOSURE BASED ON THE DAILY
HISTORICAL VOLATILITY FOR THE REPRESENTATIVE COMPANIES. IF YOU BELIEVE
THAT THE CALCULATED VOLATILITY AND THE RESULTING VALUE OF THE UPO WOULD
NOT BE MATERIALLY DIFFERENT USING WEEKLY AVERAGE STOCK PRICES, PROVIDE US
WITH INFORMATION SUPPORTING THIS CONCLUSION AND REVISE YOUR DISCLOSURES
ACCORDINGLY.
RESPONSE: AS DESCRIBED IN THE RESPONSE TO COMMENT 8, ABOVE, THE
COMPANY HAS REVISED ITS CALCULATIONS OF VOLATILITY BASED ON DAILY RATHER
THAN WEEKLY, STOCK PRICES.
NOTE 6- SUBSEQUENT EVENTS, PAGE F-10
10. COMMENT: WE NOTE THAT CERTAIN DISCLOSURES ARE LABELED AS
UNAUDITED. SINCE THE REFERENCED DISCLOSURES APPEAR TO BE MATERIAL TO
INVESTORS, PLEASE DISCUSS WITH YOUR AUDITOR AND TELL US WHY THESE
DISCLOSURES CANNOT BE AUDITED. ALTERNATIVELY, REVISE THE FINANCIAL
STATEMENTS TO ELIMINATE ANY REFERENCE TO THE DISCLOSURES BEING UNAUDITED.
WE MAY HAVE ADDITIONAL COMMENTS AFTER REVIEWING YOUR RESPONSE.
RESPONSE: THE FOOTNOTES TO THE FINANCIAL STATEMENTS HAVE BEEN
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MODIFIED AS REQUESTED.
EXHIBITS
11. COMMENT: IN PARAGRAPH 6.2 OF THE UNDERWRITING AGREEMENT, WE NOTE
THAT IF A DEFAULT OF OVER 10% OF THE "FIRM UNITS" OCCUR, AND NEITHER PARTY
IS ABLE TO FIND A SUITABLE PURCHASER TO COVER THE DEFAULT AMOUNT THAT THIS
AGREEMENT "MAY BE TERMINATED." PLEASE ADVISE HOW LANGUAGE THAT STATES THE
OFFERING "MAY BE TERMINATED" ENSURES THAT THIS OFFERING WILL NOT PROCEED
IF MORE THAN 10% OF THE UNITS ARE DEFAULTED. IF AN AMOUNT GREATER THAN 10%
OF THE UNITS WERE DEFAULTED AND NEITHER THE ISSUER NOR THE UNDERWRITERS
ELECT TO TERMINATE THE OFFERING (SINCE THEY "MAY"), PLEASE ADVISE AS TO
THE CONSEQUENCE.
RESPONSE: IF THE UNDERWRITING AGREEMENT IS NOT TERMINATED AFTER A
DEFAULT OF OVER 10% OF THE FIRM UNITS, THEN THE NON-DEFAULTING
UNDERWRITERS WILL BE OBLIGATED TO PURCHASE THE UNITS AS PROVIDED IN
SECTION 6.1.
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Securities and Exchange Commission
April 24, 2006
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12. COMMENT: PLEASE FILE AN EXECUTED COPY OF EXHIBIT 3.3.
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RESPONSE: AN EXECUTED COPY OF EXHIBIT 3.3 HAS BEEN FILED WITH
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AMENDMENT NO. 8.
13. COMMENT: PLEASE HAVE COUNSEL REVISE THE LEGALITY OPINION TO COVER
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ALL SECURITIES THAT MAY BE SOLD PURSUANT TO THIS REGISTRATION STATEMENT.
RESPONSE: AN AMENDED FORM OF LEGAL OPINION HAS BEEN FILED AS
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EXHIBIT 5.1 TO AMENDMENT NO. 8.
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,
/s/ Andrew D. Myers
Andrew D. Myers
ADM:ran
Enclosures
cc: Mr. Robert J. Hanks
Mr. David A. Dullum
Elizabeth Hughes, Esquire
William F. Griffin, Jr. Esquire
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