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November
12, 2009
Tim
Buchmiller
Senior
Attorney
Division
of Corporate Finance
Securities
and Exchange Commission
100 F.
Street N.E.
Washington,
D.C. 20549
Re:
AngioDynamics, Inc. Form 10-K for the fiscal year ended May 31, 2009 (File #
0-50761)
Dear Mr.
Buchmiller:
AngioDynamics,
Inc. (“AngioDynamics”) is
submitting this letter in response to the written comments of the staff (the
“Staff”) of the
Securities and Exchange Commission (the “Commission”), dated
October 30, 2009 (the “Comment Letter”),
with respect to AngioDynamics’ Form 10-K for the fiscal year ended May 31, 2009,
filed with the Commission on August 14, 2009 (SEC File No. 0-50761) (the
“Form 10-K”). Set
forth below are the headings and text of the comments raised in the Comment
Letter, followed by our responses thereto.
Form 10-K for the fiscal
year ended May 31, 2009
Item 9A. Controls and
Procedures
Management’s Report on
Internal Control over Financial Reporting, page 62
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1.
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Comment
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In
your future filings, please include a statement that the registered public
accounting firm that audited the financial statements included in your
annual report has issued an attestation report on your internal control
over financial reporting. Refer to Item 308(a)(4) of Regulation
S-K.
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Response
In future
filings we will include a statement that the registered public accounting firm
that audited the financial statements included in our annual report has issued
an attestation report on our internal control over financial
reporting.
Item 11 Executive
Compensation, page 63
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2.
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Comment
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We
note from your disclosure under “Base Salaries” that you have incorporated
by reference from page 13 of your proxy statement that you target total
cash compensation for your named executive officers at the 50th
percentile of your peer companies. Given that you target the
cash elements of your compensation packages, please briefly discuss in
your applicable future filings how each element of cash compensation you
provide to the named executive officers relates to the data you have
analyzed from the peer companies and include an analysis of where actual
payments under each element of cash compensation actually fell within the
targeted range. If any of your named executive officers are
compensated at levels that are materially different from the targeted
levels of compensation, please also provide discussion and analysis as to
why.
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Response
In future
filings, as applicable, to the extent that our relevant future compensation
packages target total cash compensation in relation to peer companies, we
willdiscuss how the elements of
cash compensation provided to the named executive officers relates to the
appropriate data we analyzed and where the actual payments fell within the
targeted range. In addition, to the extent that any of our named
executive officers are compensated at levels that are materially different from
the targeted levels of compensation, we will provide a discussion and analysis
as to why.
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3.
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Comment
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We
note from your disclosure under “Annual Cash Incentives” that you have
incorporated by reference from page 14 of your proxy statement that you do
not disclose the amount of the targets or goals in order for your named
executive officers to receive their non-equity incentive plan
compensation. In future filings, please provide such disclosure
as applicable. To the extent you believe that disclosure of
such information, on a historical basis, would result in competitive harm
such that the information could be excluded under Instruction 4 to Item
402(b) of Regulation S-K, please provide us with a detailed explanation
supporting your conclusion. To the extent that it is
appropriate to omit specific targets or goals, you are required to provide
appropriate disclosure pursuant to Instruction 4 to Item 402(b) of
Regulation S-K. Refer also to Question 118.04 of the Regulation
S-K Compliance and Disclosure Interpretations available on our website at
http://www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm. In
discussing how difficult or likely it will be to achieve the targets or
goals, you should provide as much detail as necessary without disclosing
information that poses a reasonable risk of competitive
harm.
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Response
In future
filings, as applicable, we will disclose the amount of the targets or goals in
order for our named executive officers to receive their non-equity incentive
plan compensation, provided that we do not believe that such disclosure would
result in competitive harm. To the extent that we believe that the
disclosure of such information, on a historical basis, would result in
competitive harm such that the information could be excluded under Instruction 4
to Item 402(b) of Regulation S-K, we will provide the Staff with a detailed
explanation supporting such conclusion. In such event, we will
provide the appropriate disclosure pursuant to Instruction 4 to Item 402(b) of
Regulation S-K. In discussing how difficult or likely it is to
achieve the targets or goals, we will provide as much detail as necessary
without disclosing information that poses a reasonable risk of competitive
harm.
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4.
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Comment
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It
appears that the annual cash incentives paid to your named executive
officers should have been disclosed under the caption “Non-Equity
Incentive Plan Compensation” in your Summary Compensation Table pursuant
to Item 402(c)(2)(vii) of Regulation S-K, and that the threshold, target
and maximum amounts related to those awards should have been disclosed in
your “Grants of Plan Based Awards” table pursuant to 402(d)(2)(iii) of
Regulation S-K. Please provide such disclosure in your future
filings, to the extent then applicable, or provide us with your analysis
as to why such information should not have been included in the referenced
tables in accordance with the referenced Item
requirements.
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Response
In future
filings, as applicable, we will disclose annual cash incentives paid to our
named executive officers under the caption “Non-Equity Incentive Plan
Compensation” in the Summary Compensation Table. In addition, in
future filings, as applicable, we will disclose the threshold target and maximum
amounts related to those awards in the “Grants of Plan Based Awards”
table.
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5.
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Comment
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We
refer to your disclosure under the caption “Long-Tem, Equity-Based
Incentive Awards” on page 14 of the proxy statement that you have
incorporated by reference into your Form 10-K. We note minimal,
if any, discussion and analysis as to how the annual stock option grants
and performance share awards were determined. In your future
filings, as applicable, please include substantive analysis and insight
into how your Compensation Committee made it stock option grant and
performance share award determinations with respect to each named
executive officer. Refer to subparagraphs (b)(l)(iii) and (v)
of Item 402 of Regulation S-K. For example, please discuss and
analyze how the Compensation Committee determined the actual number of
shares underlying the stock options that were awarded to your named
executive officers and how and why those awards varied among the named
executive officers.
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Response
In our
future filings, as applicable, we will include substantive analysis and insight
into how our Compensation Committee made stock option grant and performance
share award determinations with respect to each named executive officer
including a discussion and analysis of how the committee determined the actual
number of shares subject to awards granted to named executive officers and how
and why such awards varied among named executive officers.
In
connection with our responses to the Comment Letter, we acknowledge the
following:
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1.
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AngioDynamics
is responsible for the adequacy and accuracy of the disclosure in the
filing;
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2.
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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;
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3.
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AngioDynamics
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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If you have any questions regarding our responses please contact
me at (518) 798-1215 x1608.
Very
truly yours,
/s/ D.
Joseph Gersuk
D. Joseph
Gersuk
Executive
Vice President and
Chief
Financial Officer