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United States securities and exchange commission logo
October 26, 2020
Christopher Caldwell
Chief Executive Officer
Concentrix Corp
44111 Nobel Drive
Fremont, CA 94538
Re: Concentrix Corp
Amendment No. 1 to
Draft Registration Statement on Form 10
Filed on October
13, 2020
File No. 001-39494
Dear Mr. Caldwell:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response and any amendment you may file in
response to these
comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form 10 filed October 13,
2020
Risk Factors, page 18
1. We note that your forum
selection provision in your bylaws identifies the Court of
Chancery of the State
of Delaware as the exclusive forum for certain litigation, including
any "derivative
action." Please revise your registration statement to clearly describe any
risks or other impacts
on investors. Risks may include, but are not limited to, increased
costs to bring a claim
and that these provisions can discourage claims or limit investors'
ability to bring a
claim in a judicial forum that they find favorable. Also disclose whether
the provision applies
to actions arising under the Securities Act or Exchange Act. In that
regard, we note that
Section 27 of the Exchange Act creates exclusive federal jurisdiction
over all suits brought
to enforce any duty or liability created by the Exchange Act or the
rules and regulations
thereunder, and Section 22 of the Securities Act creates concurrent
jurisdiction for
federal and state courts over all suits brought to enforce any duty or
Christopher Caldwell
Concentrix Corp
October 26, 2020
Page 2
liability created by the Securities Act or the rules and regulations
thereunder. If the
provision applies to Securities Act claims, please also revise your
offering circular to state
that there is uncertainty as to whether a court would enforce such
provision and that
investors cannot waive compliance with the federal securities laws and
the rules and
regulations thereunder. If the provision does not apply to actions
arising under the
Securities Act or Exchange Act, please also ensure that the exclusive
forum provision in
the governing documents states this clearly, or tell us how you will
inform investors in
future filings that the provision does not apply to any actions arising
under the Securities
Act or Exchange Act.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Adam Phippen at (202) 551-3336 or Lyn Shenk at (202)
551-3380 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Daniel Morris at (202) 551-3314 or Mara Ransom at (202) 551-3264 with
any other
questions.
Sincerely,
FirstName LastNameChristopher Caldwell
Division of
Corporation Finance
Comapany NameConcentrix Corp
Office of Trade &
Services
October 26, 2020 Page 2
cc: Allison Leopold Tilley, Esq.
FirstName LastName