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December 2, 2019
David Kuo
General Counsel and Corporate Secretary
Applied Optoelectronics, Inc.
13139 Jess Pirtle Blvd.
Sugar Land, TX 77478
Re: Applied Optoelectronics, Inc.
Amendment No. 1 to Registration Statement on Form S-3
Filed October 20, 2019
File No. 333-234310
Dear Mr. Kuo:
We have reviewed your amended registration statement 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 this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our [Month day,
year] letter.
Amendment No. 1 to Registration Statement on Form S-3
Description of Capital Stock
Choice of Forum, page 11
1. We note your response to comment one of our prior letter and reissue our
comment in
part. Please revise this section to clearly state, if true, that your
exclusive forum
provision applies to actions arising under the Securities Act. If the
provision applies to the
actions arising under the Securities Act, please state that investors
cannot waive
compliance with the federal securities laws and the rules and
regulations thereunder.
Please revise your prospectus to include related risk factor disclosure.
David Kuo
Applied Optoelectronics, Inc.
December 2, 2019
Page 2
Please contact Asia Timmons-Pierce, Special Counsel, at 202-551-3754 or
Jay Ingram,
Legal Branch Chief, at 202-551-3397 with any questions.
Sincerely,
FirstName LastNameDavid Kuo
Division of
Corporation Finance
Comapany NameApplied Optoelectronics, Inc.
Office of
Manufacturing
December 2, 2019 Page 2
cc: Frank Wu
FirstName LastName