Securities Exchange Act of 1934
June 12, 2015
Response of the Office of Chief Counsel
Division of Corporation Finance
New Monster Corporation and New Laser Corporation
Incoming letter dated June 12, 2015
Based on the facts presented, the Division's views are as follows. Capitalized terms have the same meanings as defined in your letter.
- The Reorganization will constitute a "succession" for purposes of Rule 12g-3(a) under the Exchange Act and New Monster will be a "large accelerated filer" for purposes of Rule 12b-2 under the Exchange Act.
- Old Monster's Exchange Act reporting history may be taken into account when determining New Monster's compliance with the current public information requirements in Rule 144(c)(1) under the Securities Act.
- New Monster may take into account Old Monster's reporting history under the Exchange Act in determining its eligibility to use Form S-3. Old Monster's reporting history under the Exchange Act may also be used in determining whether Old Monster "meets the requirements for use of Form S-3" within the meaning of Form S-4 and "satisfies the registrant requirements for use of Form S-3" within the meaning of Form S-8.
- The Division will not object if New Monster, as successor to Old Monster, does not file new registration statements under the Securities Act for ongoing offerings of securities covered by the Old Monster Registration Statements on Form S-8 relating to the Assumed Benefit Plans, provided that the new Monster adopts the Registration Statements by filing post-effective amendments pursuant to Rule 414 under the Securities Act.
- New Monster may be treated as an issuer subject to the reporting requirements of the Exchange Act for purposes of the Securities Act Rule 174(b) exemption from the prospectus delivery requirements of Section 4(a)(3) of the Securities Act.
Our positions are based on the representations made to the Division in your letter. Different facts or conditions might require different conclusions.
Mark F. Vilardo
The Incoming Letter is in Acrobat format.