Division of Corporation Finance
Securities and Exchange Commission
100 F St., N.E.
Washington, DC 20549
Attention: Mindy Hooker, Staff Accountant
Dear Ms. Hooker:
Thank you for your letter dated
February 7, 2008 (the
“Comment Letter”) relating to the
above-referenced documents of Tekni-Plex, Inc. (the
“Company”). Set forth below are responses to
the Staff’s comments numbered 1 through 4, as set forth in the Comment Letter.
Form 10-K for the year ended June 29, 2007
Item 7. MD&A – Critical Accounting Policies – Goodwill Impairment, page 23
1. Your disclosures do not clearly indicate what factors you considered and what
assumptions you used when you performed your goodwill impairment testing. In future
filings please specifically disclose and discuss the factors you considered and quantify
the assumptions you used when performing your impairment analysis. Your disclosure should
clearly indicate how and why you have determined that your remaining goodwill is not
impaired.
In future filings,
the Company will specifically disclose and discuss the factors considered
when performing the impairment analysis, including a quantification of assumptions used. In
addition, the disclosure will clearly indicate how and why
the Company determined that the
remaining goodwill is not impaired.
Item 9A – Controls and Procedures, page 26
2. We note your disclosure here and in Item 4 of your quarterly filing that you have
determined that your disclosure controls and procedures are not effective and that you
have had significant improvements and expect further improvements. In future filings
please clearly state what further improvements you intend to implement and when you expect
them to be implemented.
The Company has disclosed in Part I. Item 4 of its Form 10-Q for the quarter ended
December
28, 2007 (the
“10-Q”) the further improvements that it intends to implement and when it expects
them to be implemented.
The Company will provide similar levels of disclosure in future filings.
Report of Independent Registered Public Accounting Firm, page F-1
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3. Your audit report indicates that your auditor conducted their audit “in accordance
with auditing standards of the Public Company Accounting Oversight Board (United States)”
however, Audit Standard No. 1 states that the auditor should conduct their audit “in
accordance with the standards of the Public Company Accounting Oversight Board” since such
standards also include practice standards. Please amend your filing to include a report
from your independent accountant that complies with the requirements of Audit Standard No.
1.
Today,
the Company filed an amendment to Form 10-K for the fiscal year ended
June 29, 2007
(the
“10-K/A”) to include a report from
the Company’s independent accountant that complies with the
requirements of Audit Standard No. 1. Please see the
“Report of Independent Registered Public
Accounting Firm” in the 10-K/A.
4. We note the subsequent events related to your debt agreements. Please ensure your
liquidity disclosures in MD&A in future filings fully address your current financial
condition, your plans to improve your current financial condition and the potential
consequences if you are unable to implement your plans.
The Company has included disclosures in the 10-Q and in its Form 8-K filed on
February 21,
2008 (the
“8-K”) which address its current financial condition, its plans to improve its current
financial condition and the potential consequences if it is unable to implement its plans. Please
see
“Part I. Item 1. Financial Statements—Notes to Consolidated Financial Statements—Note 1. Recent
Developments” in the 10-Q and Items 1.01 and 3.01 of the 8-K.
The Company will provide similar levels of
disclosure in MD&A in future filings.
The Company acknowledges that: (i)
the Company is responsible for the adequacy and accuracy of
the disclosure in its filings; (ii) 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
(iii)
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.
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