GENCOR INDUSTRIES, INC.
5201 N. ORANGE BLOSSOM TRAIL
ORLANDO, FL 32810
November 4, 2010
TO: | The Securities and Exchange Commission | |
Division of Corporate Finance | ||
Attn: | Russell Mancuso, Branch Chief; Tom Jones, Examiner | |
VIA: | EDGAR | |
RE: | Gencor Industries, Inc. | |
Form 10-K for the fiscal year ended September 30, 2009 | ||
Filed December 29, 2009 | ||
File No. 1-11703 |
The following is in response to your comment included in your transmittal letter dated October 25, 2010 requesting the Companys analysis of the materiality of the information included in its letter dated October 13, 2010 which is not disclosed in its currently filed Form 10-K for the fiscal year ended September 30, 2009, and whether the Company should disclose such information to its investors prior to the filing of its next Form 10-K. This disclosure is regarding the ages of our directors and executive officers as required by Regulation S-K Items 401(a) and (b).
In our initial response to the SEC dated September 30, 2010, we stated that the omission of the disclosure was an oversight primarily due to the significant turnover in our finance department, specifically two CFOs, and that due to this fact, the immaterial nature of the disclosure and the fact that we operate on a September 30 fiscal year end and will thus be filing a Form 10-K within 3 months we requested you allow us to make the required disclosure in our subsequent Form 10-K filing for the fiscal year ended September 30, 2010 and not amend the Form 10-K for the fiscal year ended September 30, 2009.
Our reference to immateriality in our initial response was in reference to the nature of the disclosure, as the omission solely relates to the ages of our directors and officers. We are now less than 8 weeks away from filing our next Form 10-K which will contain the required disclosure and do not believe it is necessary to disclose such information prior to the next Form 10-K filing.
We acknowledge 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. |
Very truly yours, |
/s/ E.J. Elliott |
E.J. Elliott |
Chairman and Chief Executive Officer |