0001558370-17-005083.txt : 20170907 0001558370-17-005083.hdr.sgml : 20170907 20170711171933 ACCESSION NUMBER: 0001558370-17-005083 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170711 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAPSTONE TURBINE Corp CENTRAL INDEX KEY: 0001009759 STANDARD INDUSTRIAL CLASSIFICATION: ENGINES & TURBINES [3510] IRS NUMBER: 954180883 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 21211 NORDHOFF STREET CITY: CHATSWORTH STATE: CA ZIP: 91311 BUSINESS PHONE: 818-734-5300 MAIL ADDRESS: STREET 1: 21211 NORDHOFF STREET CITY: CHATSWORTH STATE: CA ZIP: 91311 FORMER COMPANY: FORMER CONFORMED NAME: CAPSTONE TURBINE CORP DATE OF NAME CHANGE: 20000314 CORRESP 1 filename1.htm Response_July2017

July 11, 2017

VIA EDGAR AND OVERNIGHT COURIER

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Attn:[____]

 

Re:      Capstone Turbine Corporation

Preliminary Proxy Statement
Filed June 30, 2017
File No. 001-15957

 

Ladies and Gentlemen:

This letter is submitted on behalf of Capstone Turbine Corporation (the “Company”), to respond to comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) conveyed in a telephone conversation on July 7, 2017 with respect to the preliminary proxy statement (the “Proxy Statement”) for the Company filed with the Commission on June 30, 2017 pursuant to Section 14(a) of the Securities Exchange Act of 1934. The Company is concurrently filing Amendment No. 1 to the Proxy Statement, which includes changes that reflect responses to the Staff’s comments.

For convenience of reference, we have set forth each of the Staff’s comments below, followed by our response.  Capitalized terms used in this letter without definition have the same meanings given to them in the Proxy Statement unless otherwise indicated. 

The responses provided herein are based upon information provided to Goodwin Procter LLP by the Company.

Proposal 2, page 18

1.Please explain how and when stockholders will be informed regarding the treatment of fractional shares.

Response 1:  The Company acknowledges the Staff’s comment and confirms that it has revised the disclosure in Proposal 2. Please see the additional disclosure on page 21.

Proposal 4, page 28

2.Please  fill in the blanks so that the Staff can understand the impact of the reduction in exercise price.  The Staff may have follow up comments once it understands the impact.

Response 2:  The Company acknowledges the Staff’s comment and confirms that it revised the disclosure in Proposal 4. Please see the additional disclosure on pages 28 and 29.

 

***

If you should have any questions concerning the enclosed matters, please contact the undersigned at (617) 570-1067.

 

Very truly yours,

/s/ Jocelyn M. Arel, Esq.

Jocelyn M. Arel, Esq.

cc:        Jayme L. Brooks, Chief Financial Officer & Chief Accounting Officer, Capstone Turbine Corporation

Clarice Hovsepian, Vice President, Corporate Counsel & Corporate Secretary, Capstone

Turbine Corporation

Brandon Manor, Manager, Financial Reporting, Capstone Turbine Corporation