SEC – ‘UPLOAD’ from 6/26/06 re: Viasystems Inc – ‘LETTER’

On:  Monday, 6/26/06, at 10:48am ET   ·   Private-to-Public:  Filing ¶  –  Release Delayed to:  11/15/06   ·   Accession #:  0-6-29710

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Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                   4±    18K 


Mail Stop 6010                                                                  

June 23, 2006                                                       

Via Facsimile and U.S. Mail                                                     

Mr. David M. Sindelar                                                           
Chief Executive Officer                                                         
Viasystems, Inc.                                                                
101 South Hanley Road                                                           
St. Louis, MO   63105                                                           

Re:     Viasystems, Inc.                                        
Form 10-K for the year ended December 31, 2005  
Filed March 31, 2006                                                            
File No. 333-29727                                                  

Dear Mr. Sindelar:                                                              

We have reviewed your filing and have the following                 
comments.                                                                       
We have limited our review to only your financial statements and                
related disclosures and will make no further review of your                     
documents.  Where indicated, we think you should revise your                    
future                                                                          
filings in response to these comments.  If you disagree, we will                
consider your explanation as to why our comment is inapplicable or              
a                                                                               
revision is unnecessary.  Please be as detailed as necessary in                 
your                                                                            
explanation.  In some of our comments, we may ask you to provide                
us                                                                              
with information so we may better understand your disclosure.                   
After                                                                           
reviewing this information, we may raise additional comments.                   

Please understand that the purpose of our review process is         
to                                                                              
assist you in your compliance with the applicable disclosure                    
requirements and to enhance the overall disclosure in your filing.              
We look forward to working with you in these respects.  We welcome              
any questions you may have about our comments or on any other                   
aspect                                                                          
of our review.  Feel free to call us at the telephone numbers                   
listed                                                                          
at the end of this letter.                                                      

Form 10-K for the year ended December 31, 2005                                  

Management`s Discussion and Analysis                                            

General                                                                         

1. In future filings, to enhance an investor`s understanding of                 
your                                                                            
results, please revise MD&A to provide a discussion of revenues,                
profitability, and the cash needs of each segment.  Refer to Item               
303(a) of Regulation S-K and Section 501.06.a. of the Financial                 
Reporting Codification.                                                         

Critical Accounting Policies and Estimates                                      

2. In future filings, please refer to FR-72 and SEC Release No.                 
33-                                                                             
8098 and revise the discussions of each critical accounting                     
estimate                                                                        
to address the following:                                                       
* Provide information regarding how you arrived at the estimate;                
* How accurate the estimate or assumption has been in the past;                 
* How much the estimate or assumption has changed in the past; and              
* Whether the estimate or assumption is reasonably likely to                    
change                                                                          
in the future.                                                                  

Year Ended December 31, 2004 compared to Year Ended December 31,                
2005                                                                            

Restructuring, Impairment Charges and Losses on the Dispositions                
of                                                                              
Businesses                                                                      

3. We note your cross-reference to Note 11 of the consolidated                  
financial statements.  Please refer to SAB Topic 5-P.4 and, in                  
future                                                                          
filings, please provide a discussion in MD&A that addresses the                 
following:                                                                      
* Quantify the expected effects on future earnings and cash flows               
resulting from the exit plan - for example, reduced depreciation,               
reduced employee expense, etc..                                                 
* Disclose the initial period in which you expect the cost savings              
to                                                                              
be offset by anticipated increases in other expenses or reduced                 
revenues.                                                                       
* Identify the income statement line items to be impacted - for                 
example, cost of sales; marketing; selling, general and                         
administrative expenses; etc.                                                   
* Discuss whether the actual savings anticipated by the exit plan               
are                                                                             
achieved and describe how the outcome will likely impact future                 
operating results and liquidity.                                                

Note 1 - Basis of Presentation and Summary of Significant                       
Accounting                                                                      
Policies                                                                        

4. We note in the "Markets and Customers" section that you provide              
services such as design and photo-typing, after sales support and               
supply chain management.  In future filings, if greater than 10%                
of                                                                              
total sales, please revise the statement of operations to present               
service revenues separately on its face.                                        

5. In addition, please revise your revenue recognition policy in                
future filings to clearly describe when you recognize revenue for               
each type of service.  Address how you account for any services                 
bundled with products.                                                          

6. Please revise future filings to provide the earnings (loss) per              
share disclosures required by SFAS 128 or include a note to the                 
financial statements that explains why you have not provided the                
information.                                                                    

Form 10-Q for the quarter ended March 31, 2006                                  

Note 1 - Basis of Presentation, page 5                                          

Employee Stock-based Compensation, page 6                                       

7. Please revise your next Form 10-Q to provide the disclosures                 
required by paragraphs 64, 65, 84 and A240-242 of SFAS 123(R).  As              
discussed in SAB Topic 14-H, these disclosures should have been                 
included in the first interim period in which you adopted the                   
standard.                                                                       

8. In addition, please revise your next Form 10-Q to address the                
following:                                                                      
* We note that you are applying the modified prospective method.                
Please disclose that your financial statements for the prior                    
interim                                                                         
periods and fiscal years will not reflect any restated amounts.                 
* Revise MD&A to highlight the effects of differences between the               
accounting for share-based payment arrangements before and after                
the                                                                             
adoption of Statement 123(R) and changes to share-based payment                 
arrangements.                                                                   
* Include material qualitative and quantitative information about               
any                                                                             
of the items outlined in SAB Topic 14-M, as well as other                       
information                                                                     
that could affect comparability of financial statements from                    
period                                                                          
to period.                                                                      

*    *    *    *                                                                

As appropriate, please respond to these comments within 10          
business days or tell us when you will provide us with a response.              
Please furnish a cover letter with your response that keys your                 
responses to our comments and provides any requested information.               
Detailed cover letters greatly facilitate our review.  Please                   
understand that we may have additional comments after reviewing                 
your                                                                            
amendment and responses to our comments.                                        

We urge all persons who are responsible for the accuracy and    
adequacy of the disclosure in the filing to be certain that the                 
filing includes all information required under the Securities and               
Exchange Act of 1934 and that they have provided all information                
investors require for an informed investment decision.  Since the               
company and its management are in possession of all facts relating              
to                                                                              
a company`s disclosure, they are responsible for the accuracy and               
adequacy of the disclosures they have made.                                     

In connection with responding to our comments, please           
provide,                                                                        
in writing, a statement from the company acknowledging that:                    

* The company is responsible for the adequacy and accuracy of the               
disclosure in the filing;                                                       
* staff comments or changes to disclosure in response to staff                  
comments do not foreclose the Commission from taking any action                 
with                                                                            
respect to the filing; and                                                      
* the company may not assert staff comments as a defense in any                 
proceeding initiated by the Commission or any person under the                  
federal securities laws of the United States.                                   
In addition, please be advised that the Division of                 
Enforcement                                                                     
has access to all information you provide to the staff of the                   
Division of Corporation Finance in our review of your filing or in              
response to our comments on your filing.                                        

You may contact David Burton, Staff Accountant, at (202)            
551-                                                                            
3626 or me at (202) 551-3671 if you have questions regarding these              
comments.                                                                       

                                          Sincerely,

Martin F. James                                                     
                                                      Senior Assistant Chief
Accountant                                                                      

Mr. David M. Sindelar                                                           
Viasystems, Inc.                                                                
June 23, 2006                                                                   
Page 4                                                                          

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Release Delayed to:		11/15/06		UPLOAD
Filed on:		6/26/06		UPLOAD
		6/23/06		UPLOAD
		3/31/06		10-K,  10-Q,  UPLOAD
		12/31/05		10-K
		12/31/04		10-K
				List all Filings

1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/31/06  Viasystems Inc.                   10-K       12/31/05    7:2.5M                                   Gallop Johnson &… L C/FA