November 22, 2013
VIA EDGAR & OVERNIGHT DELIVERY
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
Attn: Ms. Maryse Mills-Apenteng
RE: | Kofax Limited |
Amendment No. 1 to Registration Statement on Form F-1
Filed November 5, 2013
File No. 333-191554
Amendment No. 2 to Registration Statement on Form F-1
Filed November 8, 2013
File No. 333-191554
Ladies and Gentlemen:
On behalf of Kofax Limited (the “Company”), we respond to the comments raised by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in the letter dated November 19, 2013 from Ms. Maryse Mills-Apenteng to Mr. Reynolds C. Bish regarding Amendment No. 2 to the Company’s Registration Statement on Form F-1 (as amended, the “Registration Statement”). For your convenience, the Staff’s comments are included in this letter and are followed by the applicable response. Concurrently, the Company is filing Amendment No. 3 to the Registration Statement via EDGAR. All terms used but not defined herein have the meanings assigned to such terms in the Registration Statement.
Amendment No. 2 to Registration Statement on Form F-1
Prospectus Summary
Recent Developments, page 7
We note your inclusion of partial financial results for the three months ended September 30, 2013. Disclose why you provide only partial and preliminary information at this time. Additionally, please provide analysis of the changes in these financial results as compared to the same measures for September 30, 2012. For example, consider whether these partial and preliminary results are consistent with any trends disclosed in the management’s discussion and analysis section. Lastly,
United States Securities and Exchange Commission
November 22, 2013
Page 2 of 2
please clarify whether the financial statements for the most recently completed period are available or to the extent they become available prior to the effective date of the registration statement, please confirm that you will include them in the filing.
Response:
The Company acknowledges the Staff’s comment and has provided additional disclosure on pages 7, 8 and 9 of the Registration Statement.
* * * * *
If you have any questions, please feel free to contact the undersigned at 212.698.3616. Thank you for your cooperation and prompt attention to this matter.
Sincerely,
/s/ David S. Rosenthal
David S. Rosenthal
cc: | Reynolds C. Bish, Chief Executive Officer, Kofax Limited |
James Arnold, Jr., Chief Financial Officer, Kofax Limited
Bradford Weller, Executive Vice President of Legal Affairs, General Counsel and
Company Secretary, Kofax Limited
Sean Geraghty, Esq., Dechert LLP
Carol Clarke, Esq., Conyers Dill & Pearman Limited
Thomas S. Levato, Esq., Goodwin Procter LLP
David Hales, Ernst & Young LLP (United Kingdom)