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1095 Avenue of the Americas |
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New York, NY 10036-6797 |
+1 212 698 3500 Main | |
+1 212 698 3599 Fax | |
www.dechert.com | |
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DAVID S. ROSENTHAL |
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david.rosenthal@dechert.com |
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+1 212 698 3616 Direct |
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+1 212 698 0416 Fax |
October 7, 2013
VIA EDGAR AND OVERNIGHT DELIVERY
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attn: Brian Soares, Amanda Ravitz, Eric Atallah and Kevin Vaughn
Re: voxeljet AG
Registration Statement on Form F-1
Filed September 17, 2013
File No. 333-191213
Ladies and Gentlemen:
On behalf of voxeljet AG, a German stock corporation (the Company), set forth below are the responses of the Company to the comments contained in the letter from the staff (the Staff) of the Securities and Exchange Commission (the Commission), dated October 2, 2013, with respect to the Companys Registration Statement on Form F-1 (the Registration Statement) and the prospectus included therein (the Prospectus).
For your convenience, the Staffs comments are included in this letter in bold face type and are followed by the applicable response. Concurrently, the Company is filing Amendment No. 1 to the Registration Statement (Amendment No. 1) via EDGAR. Three copies of Amendment No. 1 marked against the Registration Statement are included under separate cover to facilitate your review.
Capitalized terms used in this letter and not otherwise defined herein shall have the meanings set forth in the Registration Statement.
Revenue Recognition, page 51
1. We note your response to prior comment 19. Please tell us whether the loans you provided to customers to cover the purchase of 3D printers are usually offered to other customers or prospective customers. If you do usually offer
such loans, please disclose the key terms of those loans, such as interest rates and default provisions.
Response:
The Company respectfully acknowledges the Staffs comment. The Company advises the Staff that it does not ordinarily offer loans to current or prospective customers to cover the purchase of its 3D printers. As a result, the Company does not maintain a set of key terms for customer loans. However, in the event a prospective customer that, in managements view, is important to the development or penetration of a specific market requests a loan, the Company will consider such request. The Company expects there to be few situations where it would be willing to extend a loan to a customer and does not offer a formal loan program. Any loan the Company may provide will be negotiated between the parties at the time of purchase. For further clarification, the Company has revised its disclosure on page 52 of the Prospectus.
Differences between Our Corporate Governance . . ., page 100
2. We note your response to prior comment 10. Please tell us why you have not revised this section to include the fact that you are not required to seek shareholder approval for the implementation of certain equity compensation plans. Also explain to us why you removed this and other differences between your corporate governance practices and those applicable to U.S. companies listed on the NYSE from the first full risk factor on page 31.
Response:
The Company respectfully acknowledges the Staffs comment. In response to the Staffs comment, the Company advises the Staff that both German law and the NYSE Listed Company Manual require shareholders to approve the implementation of equity compensation plans, and, thus, the Company is required to seek shareholder approval of any equity compensation plans it seeks to implement. Accordingly, disclosure of this item is not appropriate for inclusion under Differences between Our Corporate Governance Practices and Those Set Forth in the New York Stock Exchange Listing Company Manual, nor is it appropriate for inclusion in the referenced risk factor. Similarly, the Company removed the references to certain other corporate governance practices from the aforementioned risk factor because, upon further review of applicable German law, the Company in fact will comply with these practices, and, thus, the Company deemed their inclusion inappropriate in this risk factor. The Company notes for the Staff that the applicable differences in corporate governance practices are referenced in the second paragraph of the aforementioned risk factor.
In addition, the Company respectfully acknowledges the comment regarding the inside cover art that the Staff relayed orally to the undersigned. In response to the Staffs comment, the Company has replaced the picture on the inside cover about which the Staff raised a question with a different picture.
If you have any further questions, please feel free to contact the undersigned by telephone at 212-698-3616 (or by facsimile at 212-698-0416) or Derick Kauffman at 215-994-2562 (or by facsimile at 215-655-2562). Thank you for your cooperation and attention to this matter.
Sincerely, |
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/s/ David S. Rosenthal |
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cc: |
Dr. Ingo Ederer |
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Rudolf Franz |
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voxeljet AG |
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Berthold Hummel, Esq. |
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Dechert LLP |
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William Schwitter, Esq. |
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Paul Hastings LLP |
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